FS KKR Capital Corp
For the period ended Mar 31, 2026. Filed May 11, 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.
Mar 31, 2026 · Filed May 11, 2026
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Item 5. OTHER INFORMATION
On May 8, 2026, the Company entered into Amendment No. 1 to Third Amended and Restated Senior Secured Revolving Credit Agreement, or Amendment No. 1, amending that certain Third Amended and Restated Senior Secured Revolving Credit Agreement, originally dated July 16, 2025, by and among the Company, as borrower, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and ING Capital LLC, as collateral agent. Amendment No. 1 provides for, among other things, (i) a reduction of the total commitments to approximately $4,051.7 from $4,700.0, (ii) an increase in the applicable margin with respect to lenders other than any non-extending lender with respect to the Company (a) if the Gross Borrowing Base is equal to or greater than 1.60 times the Combined Debt Amount of the Company, (x) with respect to any ABR Loan, to 0.775% per annum from 0.65% per annum, and (y) in the case of any Term Benchmark Loan or RFR Loan, to 1.775% per annum from 1.65% per annum, and (b) if the Gross Borrowing Base of the Company is less than 1.60 times the Covered Debt Amount of the Company, (x) with respect to any ABR Loan, to 0.9% per annum from 0.775% per annum, and (y) in the case of any Term Benchmark Loan or RFR Loan, to 1.9% per annum from 1.775% per annum and (iii) a reset of the minimum Shareholders’ Equity floor to $3,750.0 from approximately $5,048.6.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2026, none of our directors or officers adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Price Range of Common Stock
Our common stock is traded on the NYSE under the symbol “FSK”. The following table sets forth, for each fiscal quarter during the last two full fiscal years and the current fiscal year to date: (i) the net asset value per share of our common stock, (ii) the range of high and low closing sales prices of our common stock as reported on the NYSE, and (iii) the closing high and low sales prices as a premium (discount) to net asset value during the appropriate period.
| Closing Sales Price · Premium / (Discount) of High Sales Price to NAV(2) · Premium / (Discount) of Low Sales Price to NAV(2) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended (unless otherwise indicated) · NAV per Share(1) · High · Low | ||||||||||
| March 31, 2026 | $18.83 | $14.93 | $9.91 | (20.71)% | (47.37)% | |||||
| Second Quarter of 2026 (through May 6, 2026) | N/A* | 11.62 | 10.11 | N/A* | N/A* | |||||
| March 31, 2025 | 23.37 | 24.06 | 20.47 | 2.95% | (12.41)% | |||||
| June 30, 2025 | 21.93 | 21.50 | 17.95 | (1.96)% | (18.15)% | |||||
| September 30, 2025 | 21.99 | 22.48 | 14.93 | 2.23% | (32.11)% | |||||
| December 31, 2025 | 20.89 | 16.13 | 14.16 | (22.79)% | (32.22)% | |||||
| March 31, 2024 | 24.32 | 20.89 | 18.36 | (14.10)% | (24.51)% | |||||
| June 30, 2024 | 23.95 | 20.71 | 18.82 | (13.53)% | (21.42)% | |||||
| September 30, 2024 | 23.82 | 20.43 | 18.74 | (14.23)% | (21.33)% | |||||
| December 31, 2024 | 23.64 | 22.22 | 19.71 | (6.01)% | (16.62)% | |||||
(1)Net asset value per share is determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant period.
(2)Calculated as of the respective high or low closing sales price divided by the quarter end net asset value and subtracting 1.
- Not determinable at the time of filing.
On May 6, 2026, the last reported closing sales price of our common stock on the NYSE was $11.42 per share. As of May 6, 2026, we had 7,571 record holders of our common stock which does not include beneficial owners of shares of common stock held in “street name” by brokers and other institutions on behalf of stockholders.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that shares of our common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below NAV.
Fees and Expenses
The information in the following table is being provided to update, as of March 31, 2026, certain information in the Company’s effective shelf registration statement on Form N-2 (File No. 333-282226), which became effective automatically upon filing with the SEC on September 19, 2024, as supplemented by the prospectus supplement relating to our ATM Program (as defined in “At the Market” Offering” in Note 3 to our consolidated financial statements included herein), dated May 9, 2025, as may be further amended and supplemented from time to time. The information is intended to assist stockholders in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution stockholders that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Quarterly Report on Form 10-Q, or any filing under the Securities Act into which this Quarterly Report on Form 10-Q is incorporated by reference, contains a reference to fees or expenses paid by “you,” “us” or “the Company,” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as investors in us.
Except as noted below, the following annualized percentages were calculated based on actual expenses incurred in the three months ended March 31, 2026 and net assets as of March 31, 2026, and do not include events occurring subsequent thereto. The table and examples below include all fees and expenses of our consolidated subsidiaries.
| Stockholder Transaction Expenses (as a percentage of offering price) | |
|---|---|
| Sales load or other commission payable by us(1) | —% |
| Offering expenses(2) | —% |
| Distribution reinvestment plan expenses(3) | None |
| Total stockholder expenses | —% |
| Annual expenses (as a percentage of net assets attributable to common stock)(4) | |
| Base management fee(5) | 3.30% |
| Incentive fees payable under the Advisory Agreement(6) | 1.72% |
| Interest payments on borrowed funds(7) | 9.08% |
| Other expenses(8) | 0.96% |
| Acquired fund fees and expenses(9) | 2.17% |
| Total annual expenses(10) | 17.23% |
(1)The amounts set forth in this table do not reflect the impact of any sales load, sales commission or other offering expenses borne by us and our stockholders. The maximum agent commission with respect to the shares of our common stock sold by us in the ATM Program is 1.50% of gross proceeds. In the event that securities are sold to or through underwriters or agents, a corresponding prospectus or prospectus supplement will disclose the applicable sales load or commission.
(2)The prospectus supplement corresponding to each offering will disclose the applicable estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.
(3)The estimated expenses associated with our distribution reinvestment plan are included in “Other expenses.” See Note 3 to the notes to our consolidated financial statements for more information.
(4)“Net assets attributable to common stock” equals our average net assets of $5.8 billion as of March 31, 2026.
(5)Our base management fee under the Advisory Agreement is payable quarterly in arrears and is calculated at an annual rate of 1.50% of the average weekly value of our gross assets (excluding cash and cash equivalents), which are assumed to equal 228% of our average net assets as described in footnote 4 above. To the extent our gross assets financed by leverage exceed 1.0x debt-to-equity, the excess amount of gross assets are calculated at rate of 1.00%. The base management fee shown in the table above is higher than 1.50% because the base management fee in the table is required to be calculated as a percentage of our average net assets, rather than gross assets.
(6)The incentive fee in the Advisory Agreement consists of two parts. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears, will equal 17.5% of our “pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on our net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. The amount in the table above assumes that the subordinated incentive fee on income will be 1.72% of average net assets. This figure is based on the subordinated incentive fees on income accrued for the quarter ended March 31, 2026 recalculated based on the base management fee and incentive fee in the Advisory Agreement, and assumes that such amount represents the subordinated incentive fees on income that will be payable over the twelve months following March 31, 2026. The actual subordinated incentive fee on income as a percentage of our average net assets may be higher than this amount. The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement). This fee equals 20.0% of our incentive fee capital gains, which equals our realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. The amount in the table assumes that there is no incentive fee on capital gains and is based on the net unrealized depreciation as of March 31, 2026. Such amounts are expressed as a percentage of the average net assets as of such date.
(7)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” for a discussion of our financing arrangements. The calculation assumes the following based on results of operations for the three months ended March 31, 2026: (i) $15.4 billion in total assets, (ii) a weighted average cost of funds of 5.27%, (iii) $9.9 billion in debt outstanding (i.e., assumes that the maximum amount of available borrowings under our current debt facilities that we are permitted under the 1940 Act minimum asset coverage requirement is outstanding as of ) and (iv) $5.3 billion in stockholders’ equity.
(8)Other expenses include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to our directors who do not also serve in an executive officer capacity for us or the Adviser. The amount presented in the table reflects annualized results of our operations for the quarter ended March 31, 2026.
(9)Stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act. This amount includes the fees and expenses of COPJV, our joint venture with SCRS. The amount shown is the expense ratio of COPJV for the quarter ended March 31, 2026 and multiplied by the value of the Company’s holding of COPJV as of March 31, 2026, divided by the Company’s net assets as of March 31, 2026.
(10)“Total annual expenses” as a percentage of net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness), rather than the total assets, including assets that have been funded with borrowed monies. If the “total annual expenses” percentage were calculated instead as a percentage of total assets, our “total annual expenses” would be 7.6% of total assets.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are not included in the following example.
| 1 Year | 3 Years | 5 Years | 10 Years | |
|---|---|---|---|---|
| You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return (none of which is subject to our incentive fee on capital gains)(1): | $147 | $396 | $596 | $938 |
| You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to our incentive fee on capital gains) | $156 | $415 | $618 | $954 |
(1)Assumes no return from net realized capital gains or net unrealized capital appreciation.
The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. Because the example assumes, as required by the SEC, a 5.0% annual return, no subordinated incentive fee on income would be accrued and payable in any of the indicated time periods. Our performance will vary and may result in a return greater or less than 5.0%. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, reinvestment of distributions under our distribution reinvestment plan may occur at a price per share that differs from the then-current net asset value per share. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—RIC Status and Distributions” and Note 5 to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for additional information regarding our distributions and our distribution reinvestment plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.