UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 19, 2021

Prospect Capital Corporation
(Exact name of registrant as specified in its charter)

MARYLAND
814-00659 43-2048643
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

10 East 40th Street, 42nd Floor, New York, New York 10016
(Address of principal executive offices, including zip code)

(212) 448-0702

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.001 par value PSEC NASDAQ Global Select Market
6.25% Notes due 2028, par value $25 PBY New York Stock Exchange
6.875% Notes due 2029, par value $25 PBC New York Stock Exchange




Item 1.01. Entry into a Material Definitive Agreement.
5.50% Series A2 Preferred Stock
On May 19, 2021, Prospect Capital Corporation (the “Company”) entered into an underwriting agreement by and among the Company, Prospect Capital Management L.P., Prospect Administration LLC, and UBS Securities LLC, relating to the offer and sale of 187,000 shares of the Company’s Series 5.50% Series A2 preferred stock, par value $0.001 per share, with a liquidation preference of $25.00 per share (“A Shares”). The offering will close on May 26, 2021.
The A Shares are registered with the Securities and Exchange Commission pursuant to an automatic shelf registration statement on Form N-2 (File No. 333-236415) under the Securities Act of 1933, as amended (the “Registration Statement”). The offering is being conducted pursuant to a prospectus supplement dated May 19, 2021, and a base prospectus dated February 13, 2020 relating to the Registration Statement.
The foregoing description of the underwriting agreement is only a summary and is qualified in its entirety by reference to the full text of the underwriting agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Prospect Capital Corporation


By:     /s/ M. Grier Eliasek
Name: M. Grier Eliasek
Title: Chief Operating Officer
Date:  May 20, 2021

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Index to Exhibits


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