Fidus Investment Corp美股招股说明书(2025-10-03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 pay interest on the Notes on March19 and September19 ofeach year. The Notes offered hereby are a further issuance of the 6.750% notes due 2030 that we issued on March19, 2025 in the aggregate principal amount of $100.0 million (the “Existing Notes”). The Notes offeredhereby will be treated as a single series with the Existing Notes under the indenture and will have the same terms as the Existing Notes (except the issue date, the offering price and the initial interest payment date). TheNotes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon the issuance of the Notes offered hereby, the outstanding aggregate principal amount of our6.750% notes due 2030 will be $200.0million. Unless the context otherwise requires, references herein to the “Notes” include the Notes offered hereby and the Existing Notes. 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 the Notes—Optional Redemption” in this prospectussupplement. 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, plus accrued and unpaid interest to, but not including, therepurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are 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 are not secured by anyof our assets, they are 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) to the extent ofthe value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Notes are obligationsexclusively of Fidus Investment Corporation and not of any of our subsidiaries. The Notes are senior in right of payment to any future outstanding series of our preferred stock. None of our subsidiaries is a guarantor ofthe Notes and the Notes are not required to be guaranteed by any subsidiary we may acquire or create in the future. As of September 30, 2025, we had $543.8 million of debt outstanding, of which $528.8 million wasunsecured and unsubordinated indebtedness and $15.0 million was secured indebtedness. None of our current indebtedness is subordinated to the Notes. We do not intend to apply for listing of 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 calling us at (847)859-3940 or on our website atwww.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 on page S-10 of this prospectus supplement and “Risk Factors” on page11 of the accompanying prospectus and in our most recent Annual Report on Form 10-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 OTHERGOVERNMENT 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 su