PROSPECT CAPITAL CORP
For the period ended Dec 31, 2025. Filed Feb 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 9, 2026
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Item 5. Other Information
During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Our common stock is traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange Ltd. under the symbol “PSEC.”
The following table sets forth, for the quarterly reporting periods indicated, the net asset value per common share of our common stock and the high and low sales prices for our common stock, as reported on the NASDAQ Global Select Market. Our common stock historically has traded at prices both above and below its net asset value. There can be no assurance, however, that such premium or discount, as applicable, to net asset value will be maintained. See also “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended June 30, 2025 for additional information about the risks and uncertainties we face.
| Stock Price · Premium (Discount)of High to NAV · Premium(Discount)of Low to NAV | |||||
|---|---|---|---|---|---|
| NAV(1) · High(2) · Low(2) | |||||
| First quarter | $9.25 | $6.65 | $5.94 | (28.1)% | (35.8)% |
| Second quarter | 8.92 | 6.18 | 5.08 | (30.7)% | (43.0)% |
| Third quarter | 8.99 | 6.24 | 5.33 | (30.6)% | (40.7)% |
| Fourth quarter | 8.74 | 5.69 | 5.21 | (34.9)% | (40.4)% |
| First quarter | $8.10 | $5.60 | $4.75 | (30.9)% | (41.4)% |
| Second quarter | 7.84 | 5.34 | 4.16 | (31.9)% | (46.9)% |
| Third quarter | 7.25 | 4.45 | 4.10 | (38.6)% | (43.4)% |
| Fourth quarter | 6.56 | 4.06 | 3.14 | (38.1)% | (52.1)% |
| First quarter | $6.45 | $3.47 | $2.59 | (46.2)% | (59.8)% |
| Second quarter | 6.21 | 2.88 | 2.45 | (53.6)% | (60.5)% |
(1) Net asset value per common share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per common share on the date of the high or low sales price. The NAVs shown are based on outstanding shares of our common stock at the end of each period.
(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.
As of February 6, 2026, we had approximately 223 stockholders of record.
The below table sets forth each class of our outstanding securities as of February 6, 2026:
| Title of Class of Securities · Amount Authorized · Amount Held by Registrant or for its Account · Amount Outstanding Exclusive of Amount held by Registrant or for its Account | ||||
|---|---|---|---|---|
| Common Stock | 1,152,100,000 | — | 482,489,809 | shares |
| Preferred Stock | 847,900,000 | — | 70,237,615 | shares |
| 3.364% 2026 Notes | $300,000 | — | $265,163 | |
| 3.437% 2028 Notes | $300,000 | — | $279,750 | |
| 5.50% 2030 Notes | $175,244 | — | $175,244 | (2) |
| Prospect Capital InterNotes® | $1,000,000 | — | $637,157 | (1) |
(1) Prospect Capital InterNotes® amount outstanding includes settlements occurring on or before the filing date of the 10-Q for the quarterly period ended December 31, 2025.
(2) The 5.50% 2030 Notes are a foreign-denominate bond, issued in Israeli Shekels. The amount outstanding has been remeasured into U.S. Dollars as of February 6, 2026.
Recent Sales of Common Stock Below Net Asset Value
At our 2009, 2010, 2011, 2012 and 2013 annual meeting of stockholders, and at special meetings of stockholders held on June 12, 2020, June 11, 2021, June 10, 2022, June 9, 2023, June 10, 2024, and June 17, 2025 our stockholders approved our ability to sell shares of our common stock at a price or prices below our NAV per common share at the time of sale in one or more offerings. The current approval to sell shares of our common stock below our NAV per common share is valid until June 17, 2026 and subject to certain conditions as set forth in the proxy statement relating to the special meeting (including that the number of shares sold on any given date does not exceed 25% of our outstanding common stock immediately prior to such sale). Accordingly, we may make offerings of our common stock without any limitation on the total amount of dilution to stockholders. Our prospectus supplement and accompanying prospectus relating to this offering contains additional information about these offerings. Pursuant to the authority granted by our stockholders and the approval of our Board of Directors, we have made the following offerings below NAV per common share:
| Date of Offering | Price Per Share to Investors | Shares Issued | Estimated Net Asset Value per Common Share(1) | Percentage Dilution |
|---|---|---|---|---|
| June 15, 2020 to June 22, 2020(2) | $5.29 - $5.40 | 1,158,222 | $7.93 - 7.94 | 0.10% |
(1) The data for sales of common shares below NAV pursuant to our equity distribution agreements are estimates based on our last reported NAV prior to the respective period adjusted for capital events occurring during the period since the last calculated NAV. All amounts presented are approximations based on the best available data at the time of issuance.
(2) At the market offering. Dates of offering represent the sales dates of the stock. The settlement dates are two business days later than the sale dates.
FEES AND EXPENSES
The following tables are intended to assist you in understanding the costs and expenses that an investor in shares of common stock will bear directly or indirectly. The sales load and offering expenses shown in the table below will be paid for by the Company and will be indirectly borne by holders of our common stock and not by the holders of Preferred Stock prior to any conversion of such Preferred Stock to common stock. We caution you that some of the percentages indicated in the table below are estimates and may vary. These tables are based on our assets and common stock outstanding as of December 31, 2025, except that we assume that we have issued all shares of preferred stock the Company is authorized to issue, and that we have borrowed $2.1 billion under our credit facility, which is the maximum amount available under the credit facility with the current levels of other debt, in addition to our other indebtedness of $1.36 billion.
Except where the context suggests otherwise, any reference to fees or expenses paid by “us” or that “we” will pay fees or expenses, the Company will pay such fees and expenses out of our net assets and, consequently, common stockholders will indirectly bear such fees or expenses. However, common stockholders will not be required to deliver any money or otherwise bear personal liability or responsibility for such fees or expenses.
| Stockholder transaction expenses: | |
|---|---|
| Sales Load (as a percentage of offering price) (1) | — |
| Offering expenses borne by the Company (as a percentage of offering price) (2) | — |
| Preferred Stock Dividend reinvestment plan expenses (3) | $15.00 |
| Total stockholder transaction expenses (as a percentage of offering price): | — |
| Annual expenses (as a percentage of net assets attributable to common stock): | |
| Management fees (4) | 5.74% |
| Incentive fees payable under Investment Advisory Agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income) (5) | 1.18% |
| Total advisory fees | 6.92% |
| Total interest expenses (6) | 6.39% |
| Other expenses (7) | 0.89% |
| Total annual expenses (5)(7)(8) | 14.20% |
| Dividends on Preferred Stock (9) | 4.60% |
| Total annual expenses after dividends on Preferred Stock | 18.80% |
Example
The following table demonstrates the projected dollar amount of cumulative expenses we would pay out of net assets and that common stockholders would indirectly bear over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we assume that we have issued all shares of preferred stock the Company is authorized to issue, and that we have borrowed $2.1 billion under our credit facility, which is the maximum amount available under the credit facility with the current levels of other debt, in addition to our other indebtedness of $1.36 billion, and that our annual operating expenses would remain at the levels set forth in the table above and that we would pay the costs shown in the table above.
| 1 Year | 3 Years | 5 Years | 10 Years | |
|---|---|---|---|---|
| Common stockholders would pay the following expenses on a $1,000 investment, assuming a 5% annual return* | $249 | $512 | $713 | $1,031 |
| Common stockholders would pay the following expenses on a $1,000 investment, assuming a 5% annual return** | $258 | $532 | $735 | $1,046 |
- Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation on our portfolio.
** Assumes no unrealized capital depreciation or realized capital losses and 5% annual return on our portfolio resulting entirely from net realized capital gains (and therefore subject to the capital gains incentive fee).
While the example assumes, as required by the SEC, a 5% annual return on our portfolio, our performance will vary and may result in a return greater or less than 5%. The income incentive fee under our Investment Advisory Agreement with Prospect Capital Management is unlikely to be material assuming a 5% annual return on our portfolio and is not included in the example. If we achieve sufficient returns on our portfolio, including through the realization of capital gains, to trigger an incentive fee of a material amount, our distributions to our common stockholders and our expenses would likely be higher. In addition, while the example assumes reinvestment of all dividends and other distributions at NAV, common stockholders that participate in our common stock dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by 95% of the market price per share of our common stock at the close of trading on the valuation date for the distribution.
This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the estimated applicable sales load.
(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne by us as a percentage of the offering price.
(3) The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees under the plan are paid by us. There are no brokerage charges or other charges to stockholders who participate in reinvestment of dividends or other distributions under the plan except that, if a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15 transaction fee plus a $0.10 per share brokerage commissions from the proceeds. See “Capitalization” in the applicable prospectus supplement pursuant to which an offer is made and “Dividend Reinvestment and Direct Stock Repurchase Plan” in this prospectus and the applicable prospectus supplement.
(4)Our base management fee is 2% of our gross assets (which include any amount borrowed, i.e., total assets without deduction for any liabilities, including any borrowed amounts for non-investment purposes, for which purpose we have not and have no intention of borrowing). Although no plans are in place to borrow the full amount under our line of credit, assuming that we borrowed $2.1 billion, the 2% management fee of gross assets equals approximately 5.74% of net assets.
(5) Based on our net investment income and realized capital gains, less realized and unrealized capital losses, earned on our portfolio for the six months ended December 31, 2025, all of which consisted of an income incentive fee. This historical amount has been adjusted to reflect the issuance of 96,187,000 shares of preferred stock. The capital gain incentive fee is paid without regard to pre-incentive fee income. For a more detailed discussion of the calculation of the two-part incentive fee, see “Management Services-Investment Advisory Agreement” in the prospectus.
(6) As of December 31, 2025, we had $1.36 billion outstanding of Unsecured Notes (as defined below) in various maturities, ranging from January 15, 2026 to March 15, 2052, and interest rates, ranging from 2.25% to 8.00%, some of which are convertible into shares of the Company’s common stock at various conversion rates.
(7)“Other expenses” are based on estimated amounts for the current fiscal year. The expenses of the Preferred Dividend Reinvestment Plan are included in “other expenses”. See “Capitalization” in the applicable prospectus supplement. The amount shown above represents annualized expenses during our six months ended December 31, 2025 representing all of our estimated recurring operating expenses (except fees and expenses reported in other items of this table) that are deducted from our operating income and reflected as expenses in our Consolidated Statement of Operations. The estimate of our overhead expenses, including payments under an administration agreement with Prospect Administration, or the Administration Agreement is based on our projected allocable portion of overhead and other expenses incurred by Prospect Administration in performing its obligations under the Administration Agreement. See “Business-Management Services-Administration Agreement” in the applicable prospectus.
(8) If all 52,555,739 outstanding 5.50% Preferred Stock and 6.50% Preferred Stock were converted into common stock and assuming all the Series A1 and Series A3 pay a Holder Optional Conversion Fee of 8.00% and all the Series A2 Preferred Stock pay a Holder Optional Conversion Fee of 7.50% of the maximum public offering price disclosed within the applicable prospectus supplement, then management fees would be 4.22%, incentive fees payable under our Investment Advisory
Agreement would be 0.87%, total advisory fees would be 5.09%, total interest expenses would be 4.70%, other expenses would be 0.66%, and total annual expenses would be 10.44% of net assets attributable to our common stock.
(9) Based on the 5.50% per annum dividend rate applicable to the Series A1 Shares, M1 Shares, M2 Shares, AA1 Shares, MM1 Shares, and A2 Shares. Also based on the 5.35% per annum dividend rate applicable to the A Shares. Also based on the 6.50% per annum dividend rate applicable to the Series A3 Shares, M3 Shares, AA2 Shares, and MM2 Shares, the 6.50% annualized dividend rate applicable to Floating Rate Preferred Stock based on the floating rate as of February 4, 2026 and the 7.50% per annum dividend rate applicable to the Series A5 Shares and M5 Shares. Other series of preferred stock, including other series of preferred stock being sold in different offerings, may bear different annual dividend rates. No dividend will be paid on shares of Preferred Stock after they have been converted to shares of common stock.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.