Fidus Investment Corp美股招股说明书(2025-03-14版)

We are offering $100.0 million in aggregate principal amount of 6.750% notes due 2030 (the “Notes”). The Notes will mature on March19, 2030. We will pay interest on the Notes on March19 andSeptember19 of each year, beginning September19, 2025. We may redeem the Notes in whole or in part at any time or from time to time, at the redemption price set forth under the section titled “Description of theNotes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plusaccrued and unpaid interest to, but not including, the repurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000and integral multiples of $1,000 in excess thereof.The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinated indebtedness issued by us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future secured indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) tothe extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Notes willbe obligations exclusively of Fidus Investment Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to any future outstanding series of our preferred stock. None of oursubsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create in the future. As of December31, 2024, we had $483.7million of debtoutstanding, of which $250.0million was unsecured and unsubordinated indebtedness and $233.7million was secured indebtedness. None of our current indebtedness will be subordinated to the Notes. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus containimportant information you should know before investing in the Notes, including information about risks. Please read these documents before you invest and retain them for future reference. Additional information aboutus, including our annual, quarterly and current reports and proxy statements, has been filed with the Securities and Exchange Commission (the “SEC”), and can be accessed free of charge at its website atwww.sec.gov.This information is also available free of charge by contacting us at 1603Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, or by callingusat(847)859-3940oronour websiteatwww.fdus.com, which, except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, is not incorporated by reference into this prospectus supplement and theaccompanying prospectus and you should not consider that information to be part of this prospectus supplement nor the accompanying prospectus. See “Available Information” on page 91 of the accompanyingprospectus. Investing in the Notes involves a high degree of risk, including the risk of leverage. Before buying any Notes, you should read the material risks described in the “Supplementary Risk Factors” sectionbeginning onpageS-9of this prospectus supplement and “Risk Factors” on page 11 of the accompanying prospectus and in our most recent Annual Report on Form10-K,as well as any of our subsequentSEC filings. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. PerNoteTotalPublic offering price(1)99.29954%$99,299,540Underwriting discount (sales load)2.00000%$2,000,000Proceeds, before expenses, to us(2)97.29954%$97,299,540 (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from March19, 2025 and must be paid by the purchaser if the Notes are delivered afterMarch19, 2025.(2)Total expenses of the offering payable by us, excluding the underwriting discount, are estimated to be approximately $0.4million. See “Underwriting(Conflicts of Interest)” onpageS-39of this prospectussupplement.Delivery of the Notes in book-entry form only through