Ofs Capital SEC Filings

OFS Capital Corporation reported first-quarter 2026 results showing lower earnings and continued credit losses. Net investment income was $2.5 million, or $0.18 per share, down from $0.20 in the prior quarter, while net loss on investments reached $13.9 million, driving a net decrease in net assets of $11.6 million.

Net asset value per share fell from $9.19 as of December 31, 2025 to $8.16 as of March 31, 2026. Total investments at fair value declined to $308.1 million and total net assets to $109.3 million. The loan portfolio had non-accrual loans with $10.9 million fair value, or 3.5% of total investments.

The investment portfolio’s weighted-average performing income yield decreased from 13.5% to 12.5%, mainly due to lower earned yields on structured finance securities. The board declared a second-quarter 2026 distribution of $0.17 per common share, payable July 6, 2026 to stockholders of record on June 19, 2026. OFS also refinanced its credit facilities, adding an $80.0 million Natixis revolving facility and redeeming remaining 4.75% notes due February 2026.

OFS Capital Corporation is calling a special stockholder meeting on June 10, 2026 to vote on a single key proposal. Stockholders are asked to authorize the Board, for the next 12 months, to sell or issue common shares at prices below the then-current net asset value (NAV) per share in one or more offerings.

The authority would be limited so that, immediately prior to each sale, the cumulative number of shares issued below NAV under this approval cannot exceed 25% of the then-outstanding common stock. There is no stated limit on the discount to NAV, and no additional stockholder approval would be required even if dilution is significant.

The Board, including the independent directors, recommends voting “FOR” the proposal, arguing it would give OFS flexibility to raise equity quickly during periods of market volatility, pursue attractive investments, and support its asset coverage and financing needs. The proxy highlights that any below-NAV issuance would require approval by a majority of independent directors, must closely approximate market value (less underwriting costs), and would be subject to the 25% cap. The filing also details potential dilution impacts on non-participating and participating stockholders, describes conflicts of interest tied to asset-based management and incentive fees, and discloses that 13,398,078 common shares were outstanding as of April 15, 2026.

OFS Capital Corporation is calling a special stockholder meeting on June 10, 2026 to vote on a single key proposal. Stockholders are asked to authorize the Board, for the next 12 months, to sell or issue common shares at prices below the then-current net asset value (NAV) per share in one or more offerings.

The authority would be limited so that, immediately prior to each sale, the cumulative number of shares issued below NAV under this approval cannot exceed 25% of the then-outstanding common stock. There is no stated limit on the discount to NAV, and no additional stockholder approval would be required even if dilution is significant.

The Board, including the independent directors, recommends voting “FOR” the proposal, arguing it would give OFS flexibility to raise equity quickly during periods of market volatility, pursue attractive investments, and support its asset coverage and financing needs. The proxy highlights that any below-NAV issuance would require approval by a majority of independent directors, must closely approximate market value (less underwriting costs), and would be subject to the 25% cap. The filing also details potential dilution impacts on non-participating and participating stockholders, describes conflicts of interest tied to asset-based management and incentive fees, and discloses that 13,398,078 common shares were outstanding as of April 15, 2026.

OFS Capital Corporation is asking stockholders to vote at its 2026 Annual Meeting on June 10, 2026 in Chicago. Investors will elect two Class II directors, Romita Shetty (independent) and Bilal Rashid (Chairman and CEO), each for a new three‑year term, and ratify KPMG LLP as independent auditor for 2026.

Stockholders of record on April 15, 2026, when 13,398,078 shares of common stock were outstanding, are entitled to one vote per share. The board is staggered across three classes and currently includes three independent and two interested directors, with an independent Lead Director and fully independent audit, compensation, and nominating/governance committees.

The proxy describes how to vote by Internet, phone, mail, or in person, explains quorum and broker non‑vote treatment, and discloses governance practices, board diversity data, related‑party arrangements with OFS Advisor and affiliates, and director cash fees of $100,000 for each independent director in 2025. It also outlines advisory, administration, and audit fee levels paid to affiliates and KPMG.

OFS Capital Corporation is asking stockholders to vote at its 2026 Annual Meeting on June 10, 2026 in Chicago. Investors will elect two Class II directors, Romita Shetty (independent) and Bilal Rashid (Chairman and CEO), each for a new three‑year term, and ratify KPMG LLP as independent auditor for 2026.

Stockholders of record on April 15, 2026, when 13,398,078 shares of common stock were outstanding, are entitled to one vote per share. The board is staggered across three classes and currently includes three independent and two interested directors, with an independent Lead Director and fully independent audit, compensation, and nominating/governance committees.

The proxy describes how to vote by Internet, phone, mail, or in person, explains quorum and broker non‑vote treatment, and discloses governance practices, board diversity data, related‑party arrangements with OFS Advisor and affiliates, and director cash fees of $100,000 for each independent director in 2025. It also outlines advisory, administration, and audit fee levels paid to affiliates and KPMG.

OFS Capital Corporation is an externally managed business development company focused on generating current income and capital appreciation by lending to U.S. middle‑market companies, mainly through senior secured loans and, to a lesser extent, equity and structured finance investments.

As of December 31, 2025, the company’s debt portfolio had a fair value of $179.8 million across 34 portfolio companies, with 95% in first‑lien loans and 5% in second‑lien loans. Equity investments totaled $100.6 million in 15 companies, and 14 structured finance positions were valued at $61.6 million. Qualifying assets represented about 81% of investments. Total debt outstanding was $220.5 million, yielding a statutory asset coverage ratio of 156%, above the 150% regulatory minimum the firm elected. OFS Advisor earns a 1.75% base management fee on most assets plus incentive fees, with a reduced base fee on certain OFSCC‑FS assets.

OFS Capital Corporation is an externally managed business development company focused on generating current income and capital appreciation by lending to U.S. middle‑market companies, mainly through senior secured loans and, to a lesser extent, equity and structured finance investments.

As of December 31, 2025, the company’s debt portfolio had a fair value of $179.8 million across 34 portfolio companies, with 95% in first‑lien loans and 5% in second‑lien loans. Equity investments totaled $100.6 million in 15 companies, and 14 structured finance positions were valued at $61.6 million. Qualifying assets represented about 81% of investments. Total debt outstanding was $220.5 million, yielding a statutory asset coverage ratio of 156%, above the 150% regulatory minimum the firm elected. OFS Advisor earns a 1.75% base management fee on most assets plus incentive fees, with a reduced base fee on certain OFSCC‑FS assets.

OFS Capital Corporation reported weaker fourth quarter 2025 results, with net investment income of $0.20 per share, down from $0.22 in the prior quarter, and a net loss of $0.81 per share driven by investment markdowns.

Net asset value per share fell to $9.19 at December 31, 2025, from $10.17 at September 30, 2025 and $12.85 a year earlier, reflecting net unrealized depreciation, including losses on current non-accrual loans and structured finance securities. Total investments at fair value were $342.0 million and total net assets were $123.2 million.

The investment portfolio remained largely senior and floating rate, with 89% of loans floating rate and 100% first or second lien, and a weighted-average performing income yield of 13.5%. Non-accrual loans had a fair value of $14.4 million, or 4.2% of total investments.

OFS Capital refinanced and extended its debt profile, adding an $80 million Natixis revolving credit facility, extending its Banc of California facility to 2028, and redeeming 4.75% notes due 2026, resulting in no debt maturities until February 2028. The board declared a first quarter 2026 distribution of $0.17 per share, payable March 31, 2026.

OFS Capital Corporation reported weaker fourth quarter 2025 results, with net investment income of $0.20 per share, down from $0.22 in the prior quarter, and a net loss of $0.81 per share driven by investment markdowns.

Net asset value per share fell to $9.19 at December 31, 2025, from $10.17 at September 30, 2025 and $12.85 a year earlier, reflecting net unrealized depreciation, including losses on current non-accrual loans and structured finance securities. Total investments at fair value were $342.0 million and total net assets were $123.2 million.

The investment portfolio remained largely senior and floating rate, with 89% of loans floating rate and 100% first or second lien, and a weighted-average performing income yield of 13.5%. Non-accrual loans had a fair value of $14.4 million, or 4.2% of total investments.

OFS Capital refinanced and extended its debt profile, adding an $80 million Natixis revolving credit facility, extending its Banc of California facility to 2028, and redeeming 4.75% notes due 2026, resulting in no debt maturities until February 2028. The board declared a first quarter 2026 distribution of $0.17 per share, payable March 31, 2026.

OFS Capital Corporation disclosed that its indirect subsidiary OFSCC-FS, LLC entered into a new revolving credit and security agreement with Natixis for a $80,000,000 senior secured credit facility. The Natixis Credit Facility carries interest at Term SOFR for a three‑month period plus a margin of 2.35% during the reinvestment period and 2.95% thereafter, with an additional 2.00% after events of default. The reinvestment period ends on the earlier of February 18, 2029 or specified acceleration events, and all borrowings mature no later than February 18, 2031. The facility is secured by a first‑priority security interest in substantially all assets of the borrower, is limited recourse to that borrower, and is non‑recourse to OFS Capital and its equityholder. In connection with closing the new facility, the borrower fully repaid and terminated its prior BNP Paribas revolving credit facility and related liens were released.

OFS Capital Corporation disclosed that its indirect subsidiary OFSCC-FS, LLC entered into a new revolving credit and security agreement with Natixis for a $80,000,000 senior secured credit facility. The Natixis Credit Facility carries interest at Term SOFR for a three‑month period plus a margin of 2.35% during the reinvestment period and 2.95% thereafter, with an additional 2.00% after events of default. The reinvestment period ends on the earlier of February 18, 2029 or specified acceleration events, and all borrowings mature no later than February 18, 2031. The facility is secured by a first‑priority security interest in substantially all assets of the borrower, is limited recourse to that borrower, and is non‑recourse to OFS Capital and its equityholder. In connection with closing the new facility, the borrower fully repaid and terminated its prior BNP Paribas revolving credit facility and related liens were released.