Fidus Investment Corp美股招股说明书(2025-11-06版)

Supplement No. 5, dated November 6, 2025toProspectus, dated May 8, 2024Prospectus Supplement, dated May 9, 2024 This supplement amends, supplements or modifies certain information contained in the prospectus supplement, dated May 9,2024 (the “ATM Prospectus Supplement”), and the accompanying prospectus, dated May 8, 2024 (the “Base Prospectus” andtogether with the ATM Prospectus Supplement, any supplements thereto and the documents deemed incorporated by reference ineach, the “Prospectus”), which relate to the sale of shares of common stock of Fidus Investment Corporation in an “at-the-market”offering (the “ATM Program”) pursuant to the equity distribution agreement, dated November 10, 2022 and as amended from timeto time, with Raymond James & Associates, Inc. (“Raymond James”) and B. Riley Securities, Inc. (“B. Riley” and together withRaymond James, the “Sales Agents”). Capitalized terms used but not defined herein shall have the same meaning given them in theATM Prospectus Supplement. You should carefully read the entire Prospectus and this supplement before investing in our common stock. This supplementshould be read in conjunction with the Prospectus.You should also carefully consider the information set forth under thesections titled “Risk Factors” on page 11 of the Base Prospectus and in our Annual Report on Form 10-K for the fiscal yearended December 31, 2024, which is incorporated by reference into the Prospectus, as well as in our subsequent filings with theU.S. Securities and Exchange Commission (“SEC”) that are incorporated into the Prospectus, before investing in our commonstock. STATUS OF THE “AT-THE-MARKET” OFFERING From November 10, 2022 to September 30, 2025, we sold a total of 11,693,846 shares of our common stock under the ATMProgram for gross proceeds of approximately $233.5 million and net proceeds of approximately $230.3 million, after deductingcommissions to the Sales Agents on shares sold and offering expenses. As of November 4, 2025, approximately $64.9 million in aggregate amount of our common stock remains available for saleunder the ATM Program. FEES AND EXPENSES The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock willbear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary.Except where the context suggests otherwise, whenever this supplement contains a reference to fees or expenses paid by “us” orthat “we” will pay fees or expenses, common stockholders will indirectly bear such fees or expenses. Stockholder transaction expenses:Sales load (as a percentage of offering price)1.50%(1)Offering expenses borne by us (as a percentage of offering price)0.32%(2)Dividend reinvestment plan expenses-(3)Total stockholder transaction expenses paid by us (as a percentage of offering price)1.82%Annual expenses (as a percentage of net assets attributable to common stock):Base management fee2.98%(5)Incentive fees payable under Investment Advisory Agreement2.75%(6)Interest payments on borrowed funds4.12%(7)Other expenses1.23%(8)Total annual expenses, before base management fee waiver11.08%(9)Base management fee waiver(0.03%)(10)Total annual expenses, net of base management fee waiver11.05%(11)(4) (1)Represents the Sales Agents’ commission of up to 1.50% with respect to the shares of common stock being sold in thisoffering. There is no guarantee that there will be any additional sales of our common stock pursuant to the Prospectus.(2)The offering expenses of this offering are estimated to be approximately$1.0 million, of which we have incurred $0.8 million as of November 4, 2025.(3)The expenses of administering our dividend reinvestment plan are included in other expenses. (4)Net assets attributable to common stock equals average net assets, which is calculated as the average of the net assets balancesfor thenine months ended September 30, 2025.(5)Our base management fee is 1.75% of the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts). This item represents actual base management fees incurred for thenine monthsended September 30, 2025. We may from time to time decide it is appropriate to change the terms of the investment advisoryand management agreement (the “Investment Advisory Agreement”) by and between the Company and Fidus InvestmentAdvisors, LLC (the “Adviser”). Under the 1940 Act, any material change to our Investment Advisory Agreement must besubmitted to stockholders for approval. The 2.98% reflected in the table is calculated on our net assets (rather than our totalassets). See Part I, Item 1.“Business—Management and Other Agreements—Investment Advisory Agreement” inour mostrecent Annual Report on Form 10-K.(6)This item represents actual fees incurred on pre-incentive fee net investment income (income incentive fee) and actual fees payable for the capital gains