普罗斯佩克特资本美股招股说明书(2026-02-10版)

Prospect Capital Corporation Maximum of 30,000,000 SharesUp to $750,000,000 Aggregate Liquidation Preference 7.50% Series A5 Preferred Stock (the “Series A5 Shares”)7.50% Series M5 Preferred Stock (the “Series M5 Shares”) This is an offering by Prospect Capital Corporation of up to 30,000,000 shares, par value $0.001 per share of preferred stock,with a $750,000,000 aggregate liquidation preference. The preferred stock will be issued in multiple series, including the 7.50% SeriesA5 Preferred Stock (the “Series A5 Shares”) and the 7.50% Series M5 Preferred Stock (the “Series M5 Shares”and, together with theSeries A5 Shares, the “Preferred Stock”). We are offering the Series A5 Shares and the Series M5 Shares by this prospectussupplement. If, in the future, we offer any additional series of preferred stock (including series previously offered), the dividend rate,fees and expenses of such future series may vary from those of the Preferred Stock offered by this prospectus supplement and suchfuture series will be offered under a revised or a separate prospectus supplement. Holder Optional Redemption. At any time prior to the listing of the Series A5 Shares or Series M5 Shares on a nationalsecurities exchange, shares of the Series A5 Shares and the Series M5 Shares will be redeemable, at the option of the holder of suchPreferred Stock, on a monthly basis (the "Holder Optional Redemption"). For all shares of Series A5 Shares and Series M5 Sharesduly submitted to us for redemption on or before a monthly Holder Redemption Deadline (defined below), we will determine the HORSettlement Amount (defined below) on any business day after such Holder Redemption Deadline but before the Holder RedemptionDeadline occurring two months thereafter (such date, the “Holder Redemption Exercise Date”). Within such period, we may select theHolder Redemption Exercise Date in our sole discretion. We will settle any Holder Optional Redemption by paying the HORSettlement Amount in cash. In addition, the aggregate amount of Holder Optional Redemptions by the holders of Series A5 Shares andSeries M5 Shares will be subject to the following redemption limits: (i) no more than 2% of the outstanding Series A5 Shares andSeries M5 Shares, in aggregate, as of the end of the most recent fiscal quarter will be redeemed per calendar month; (ii) no more than5% of the outstanding Series A5 Shares and Series M5 Shares, in aggregate, as of the end of the most recent fiscal quarter will beredeemed per fiscal quarter and (iii) no more than 20% of the outstanding Series A5 Shares and Series M5 Shares, in aggregate, as ofthe end of the most recent fiscal quarter will be redeemed per Annual Redemption Period; plus, for each redemption limit set forthabove in clauses (i) through (iii) of this paragraph, an amount of such Series A5 Shares and Series M5 Shares equal to the lowestexcess, if any, between the corresponding applicable 2% / 5% / 20% redemption limits for the Floating Rate Series A4 Preferred Stock(the “Series A4 Shares”) and Floating Rate Series M4 Preferred Stock (the “Series M4 Shares”) as set forth in the terms of the SeriesA4 Shares and Series M4 Shares and the respective amounts requested for the Series A4 Shares and Series M4 Shares on a HolderRedemption Deadline for the Series A4 Shares and Series M4 Shares. An "Annual Redemption Period" means our then current fiscalquarter and the three fiscal quarters immediately preceding our then current fiscal quarter. A Series A5 Share is subject to an earlyredemption fee if it is redeemed by its holder within five years of issuance. Redemption capacity of the Series A5 Shares and the SeriesM5 Shares will be allocated on a pro rata basis based on the number of Series A5 Shares or Series M5 Shares, as applicable, submittedin the event that a monthly redemption is oversubscribed, based on any of the foregoing redemption limits. We may waive theforegoing redemption limits in our sole discretion at any time. Issuer Optional Redemption.Subject to certain limited exceptions allowing earlier redemption, beginning on the earlier of thetwo year anniversary of the date on which a share of Series A5 Shares or Series M5 Shares has been issued and, for listed shares of Series A5 Shares or Series M5 Shares, two years from the earliest date on which any series that has been listed wasfirst issued (the earlier of such dates as applicable to a series of Preferred Stock, the “Redemption Eligibility Date”), such share ofPreferred Stock may be redeemed at any time or from time to time at our option (the “Issuer Optional Redemption”) upon not less than10 calendar days nor more than 90 calendar days written notice to the holder prior to the date fixed for redemption thereof, at aredemption price of 100% of the Stated Value of the shares of Preferred Stock to be redeemed plus unpaid dividends accrued to, butnot including, the date fixed for redemption. We may in the future apply for listing of one or more series of Prefe