OFS Capital Corp
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
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FY2025 · Filed Mar 3, 2026
OFS$3.59-6.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
a. Documents Filed as Part of this Report
Financial Statements: See “Part II, Item 8. Financial Statements and Supplementary Data” of this report for a list of financial statements.
Financial Statement Schedules: Schedule 12-14 Investments in and Advances to Affiliates—See“Part II, Item 8. Financial Statements and Supplementary Data—Note 11.” of this report.
Exhibits required to be filed by Item 601 of Regulation S-K: See Item 15b. below.
b. Exhibits
The following table lists exhibits filed as part of this report, according to the number assigned to them in Item 601 of Regulation S-K. All exhibits listed in the following table are incorporated by reference except for those exhibits denoted in the last column. Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
| Incorporated by Reference | ||||
| Exhibit Number | Description | Form and SEC File No. | Filing Date with SEC | Filed with this 10-K |
| 3.1 | Certificate of Incorporation of OFS Capital Corporation | N-2 (333-166363) | March 18, 2011 | |
| 3.2 | Certificate of Correction to Certificate of Incorporation of OFS Capital Corporation | 10-K (814-00813) | March 26, 2013 | |
| 3.3 | Bylaws of OFS Capital Corporation | N-2/A (333-166363) | March 18, 2011 | |
| 4.1 | Form of Stock Certificate of OFS Capital Corporation | N-2/A (333-166363) | March 18, 2011 | |
| 4.2 | Base Indenture | N-2 (333-200376) | November 19, 2014 | |
| 4.3 | Warrant Agreement | N-2/A (333-200376) | December 16, 2014 | |
| 4.4 | Subscription Agent Agreement | N-2/A (333-200376) | December 16, 2014 | |
| 4.5 | Subscription Certificate | N-2/A (333-200376) | December 16, 2014 | |
| 4.6 | Certificate of Designation | N-2/A (333-200376) | December 16, 2014 | |
| 4.7 | Sixth Supplemental Indenture dated of October 28, 2021 between OFS Capital Corporation and U.S. Bank National Association, as trustee | Form 8-K(814-00813) | October 28, 2021 | |
| 4.8 | Form of 4.95% Notes due 2028 (incorporated by reference to Exhibit 4.1 thereto and Exhibit A therein) | Form 8-K(814-00813) | October 28, 2021 | |
| 4.9 | Seventh Supplemental Indenture dated of July 23, 2025 between OFS Capital Corporation and U.S. Bank Trust Company, National Association, as trustee. | Form 8-K(814-00813) | July 23, 2025 | |
| 4.10 | Form of 7.50% Notes due 2028 (incorporated by reference to Exhibit 4.1 and Exhibit A therein). | Form 8-K(814-00813) | July 23, 2025 | |
| 4.11 | Description of Securities | * | ||
| 10.1 | Form of Dividend Reinvestment Plan | N-2/A (333-166363) | March 18, 2011 | |
| 10.2 | Investment Advisory and Management Agreement between OFS Capital Corporation and OFS Capital Management, LLC | 10-Q (814-00813) | November 7, 2014 | |
| Incorporated by Reference | ||||
| Exhibit Number | Description | Form and SEC File No. | Filing Date with SEC | Filed with this 10-K |
| 10.3 | Custody Agreement | 10-K (814-00813) | March 4, 2022 | |
| 10.4 | Administration Agreement between OFS Capital Corporation and OFS Capital Services, LLC | N-2 (333-278170) | March 22, 2024 | |
| 10.5 | Trademark License Agreement between OFS Capital Corporation and Orchard First Source Asset Management, LLC | N-2 (333-278170) | March 22, 2024 | |
| 10.6 | Form of Indemnification Agreement between OFS Capital Corporation and each of its directors and executive officers | N-2/A (333-166363) | March 18, 2011 | |
| 10.7 | Registration Rights Agreement between OFS Capital Corporation and Orchard First Source Asset Management, LLC | N-2/A (333-278170) | May 17, 2024 | |
| 10.8 | Assignment and Assumption Agreement by and among Orchard First Source Asset Management, LLC, Orchard First Source Asset Management Holdings, LLC and OFS Capital Corporation, dated January 10, 2023 | 10-K (814-00813) | March 3, 2023 | |
| 10.9 | Business Loan Agreement between OFS Capital Corporation and Banc of California dated March 7, 2018 | 10-K (814-00813) | March 12, 2018 | |
| 10.10 | Promissory Note between OFS Capital Corporation and Banc of California dated November 5, 2015 | 10-Q (814-00813) | November 6, 2015 | |
| 10.11 | Change in terms to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated March 7, 2018 | 10-K (814-00813) | March 12, 2018 | |
| 10.12 | Business Loan Agreement between OFS Capital Corporation and Banc of California, dated April 10, 2019 | Form 8-K(814-00813) | April 15, 2019 | |
| 10.13 | Change in terms to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated April 10, 2019 | Form 8-K(814-00813) | April 15, 2019 | |
| 10.14 | Commercial Guaranty Agreement between OFS Capital Corporation and Banc of California dated April 10, 2019 | Form 8-K(814-00813) | April 15, 2019 | |
| 10.15 | Amendment One to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated June 26, 2020 | Form 8-K(814-00813) | July 2, 2020 | |
| 10.16 | Amendment Two to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated July 29, 2020 | Form 8-K(814-00813) | July 31, 2020 | |
| 10.17 | Amendment Three to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated October 7, 2020 | Form 8-K(814-00813) | October 9, 2020 | |
| 10.18 | Amendment Four to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated February 17, 2021 | Form 8-K(814-00813) | February 19, 2021 | |
| 10.19 | Change in Terms to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated February 17, 2021 | Form 8-K(814-00813) | February 19, 2021 | |
| 10.20 | Change in Terms to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated November 15, 2021 | Form 8-K(814-00813) | November 18, 2021 | |
| 10.21 | Amendment Five to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated April 22, 2022 | Form 8-K(814-00813) | April 25, 2022 | |
| 10.22 | Change in Terms to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated April 22, 2022 | Form 8-K(814-00813) | April 25, 2022 | |
| 10.23 | Amendment Six to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated December 15, 2022 | Form 8-K(814-00813) | December 15, 2022 | |
| 10.24 | Amendment Seven to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated December 15, 2023 | Form 8-K(814-00813) | December 15, 2023 | |
| 10.25 | Amendment Eight to the Business Loan Agreement between OFS Capital Corporation and Banc of California dated January 9, 2026 | Form 8-K(814-00813) | January 9, 2026 | |
| Incorporated by Reference | ||||
| Exhibit Number | Description | Form and SEC File No. | Filing Date with SEC | Filed with this 10-K |
| 10.26 | Commercial Guaranty Agreement between among OFS Capital Corporation, OFSCC-MB, Inc., and Banc of California, dated April 10, 2019 | Form 8-K(814-00813) | April 15, 2019 | |
| 10.27 | Revolving Credit and Security Agreement by and among OFSCC-FS, LLC, as borrower, the lenders from time to time party thereto, Natixis, New York Branch, as administrative agent, OFSCC-FS Holdings, LLC, as equityholder, OFS Capital Corporation, as servicer, Virtus Group, LP, as collateral administrator and Citibank, N.A., as collateral agent, dated as of February 18, 2026. | Form 8-K(814-00813) | February 20, 2026 | |
| 10.28 | Securities Purchase Agreement dated August 8, 2025 by and between OFS Capital Corporation and the Purchaser party thereto. | Form 8-K(814-00813) | August 8, 2025 | |
| 11.1 | Computation of Per Share Earnings | + | ||
| 14.1 | Joint Code of Ethics of OFS Capital Corporation and OFS Advisor | Form 10-Q(814-00813) | November 1, 2024 | |
| 19.1 | OFS Capital Corporation Insider Trading Policy and Procedures | 10-K (814-00813) | March 5, 2024 | |
| 21.1 | List of Subsidiaries | * | ||
| 23.1 | Consent from KPMG LLP | * | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14(a) of the Securities Exchange Act of 1934, as amended | * | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14(a) of the Securities Exchange Act of 1934, as amended | * | ||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | † | ||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | † | ||
| 97.1 | Dodd-Frank Compensation Recoupment Policy | 10-K (814-00813) | March 5, 2024 | |
| * | Filed herewith. |
|---|---|
| + | Included in the notes to the financial statements contained in this report |
| † | Furnished herewith |
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