FS KKR Capital Corp
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Equity Securities Issuances
On June 29, 2026, the Company issued and sold 6,000,000 shares of Convertible Preferred Stock to the Purchaser pursuant to the Purchase Agreement at a price of $25.00 per share. The Company intends to use the gross proceeds to the Company of $150.0 million from the sale of Convertible Preferred Stock for general corporate purposes including, without limitation, funding any repurchase program relating to shares of the Company’s common stock or debt repayment. In connection with the issuance of the Convertible Preferred Stock, the Company filed the Articles Supplementary with the State Department of Assessments and Taxation of the State of Maryland. The Convertible Preferred Stock is a series of the Company’s preferred stock, par value $0.001 per share.
The Convertible Preferred Stock ranks senior to the Company’s common stock with respect to all liquidation, winding up, dissolution, dividend and distribution rights. The Convertible Preferred Stock has a liquidation preference equal to $25.00 per share, or the Liquidation Preference, plus an amount equal to all accrued but unpaid dividends, if any, accumulated to (but excluding) the date fixed for distribution or payment, whether or not earned or declared by the Company, but excluding interest on any such distribution or payment. Dividends on the Convertible Preferred Stock will be payable on a quarterly basis in an initial amount equal to 5.00% per annum of the Liquidation Preference per share, payable in cash or, at the Company’s option, 7.00% per annum of the Liquidation Preference per share payable in additional shares of Convertible Preferred Stock; provided that the Company shall be prohibited from paying dividends in additional shares of Convertible Preferred Stock if the conversion feature at the time of issuance of such additional shares is equal to or greater than 10.00% of the value of the Convertible Preferred Stock. After the 5.5-year anniversary of the issue date, the dividend rate will increase annually by 1.00% per annum. There is no cap on such 1.00% per annum increases.
The shares of Convertible Preferred Stock were offered and sold in reliance on Section 4(a)(2) of the Securities Act. These securities have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
See “Note 4. Related Party Transactions” to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information regarding the Convertible Preferred Stock.
Other than as set forth above, the Company did not sell any equity securities during the fiscal quarter ended June 30, 2026 that were not registered under the Securities Act.
Share Repurchase Program
On May 6, 2026, the Board approved the Company Share Repurchase Authorization, which authorizes the repurchase by the Company of up to $300.0 million in aggregate amount of the Company’s common stock in the open market, by tender offer or in privately negotiated purchases in compliance with the Exchange Act and other applicable law. The Company Share Repurchase Authorization is scheduled to expire on June 1, 2027, unless extended, or until the aggregate repurchase amount that has been approved by the Board has been expended. The timing, manner, price and amount of any share repurchases will be determined by the Company based upon the evaluation of economic and market conditions, the market price of the shares, applicable legal, contractual and regulatory requirements and other factors. The Company Share Repurchase Authorization does not require the Company to repurchase any specific number of shares of the Company’s common stock and the Company cannot assure its stockholders that any shares will be repurchased under the program. The Company Share Repurchase Authorization may be suspended, extended, modified or discontinued at any time.
During the three and six months ended June 30, 2026, the Company repurchased 377,800 shares of common stock pursuant to the Company Share Repurchase Authorization at an average price per share (inclusive of commissions paid) of $10.57 (totaling $4). All such repurchases were made on the Company’s behalf by a third-party agent on the open market at prices below net asset value per share in transactions intended to qualify for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act.
Affiliated Purchaser Programs
The table below provides information concerning purchases of our shares of common stock by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) promulgated under the Exchange Act during the quarterly period ended
June 30, 2026. Dollar amounts in the table below and the related notes are presented in millions, except for share and per share amounts.
| Period · Total Number of Shares Purchased · Average Price Paid per Share(1) · Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) · Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||
|---|---|---|---|---|---|---|---|
| April 1, 2026 through April 30, 2026 | — | $— | — | $— | |||
| May 1, 2026 through May 31, 2026 | — | — | — | — | |||
| June 1, 2026 through June 30, 2026 | 14,014,163(3) | 10.99(3) | 14,014,163 | 296 | |||
| 14,014,163 | $10.99 | 14,014,163 | |||||
(1)Amount includes commissions paid.
(2)Includes amounts pursuant to the Company Share Repurchase Authorization.
(3)Includes amounts purchased by KKR Alternative Assets L.P., a Delaware limited partnership, in connection with its tender offer to purchase up to $150.0 million in aggregate amount of our common stock at a price equal to $11.00 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 12, 2026 and in the related Letter of Transmittal, which, together with any amendments or supplements thereto, are collectively referred to as the KKR Tender Offer. Following the expiration of the KKR Tender Offer at 11:59 p.m., New York City time, on June 11, 2026, KKR Alternative Assets L.P. publicly disclosed that it accepted for purchase 13,636,363 shares of the Company’s common stock validly tendered and received, and not properly withdrawn at or before the expiration date, at a purchase price of $11.00 per share for an aggregate purchase price of approximately $150 million, excluding fees and expenses relating to the KKR Tender Offer. In light of the oversubscription of the KKR Tender Offer, KKR Alternative Assets L.P. accepted the shares on a pro rata basis based on a final proration factor of 75.779%.
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