Oxford Lane Capital Corp Series 2029 Pfd美股招股说明书(2026-03-16版)

Oxford Lane Capital Corp. Preferred StockShares, 8.25% Series2031Liquidation Preference $25 per Share We are a closed-end management investment company that has registered as an investment companyunder the Investment Company Actof1940, as amended, or the “1940 Act.” Our investment objective is tomaximizeour portfolio’s risk-adjusted total return. We have implemented our investment objective bypurchasing portions of equity and junior debt tranches of collateralized loan obligation, or “CLO,” vehicles.Structurally, CLO vehicles are entities formed to originate and/or acquire a portfolio of loans. We are offering 2,400,000 shares of our 8.25% Series2031 preferred stock, or the “8.25% Series2031Term Preferred Shares.” We will pay monthly dividends on the 8.25% Series2031 Term Preferred Shares at anannual rate of 8.25% of the $25 liquidation preference per share, or $2.0625 per 8.25% Series2031 TermPreferred Share per year, on the last businessday of each month, commencing April 30, 2026. We are required to redeem all of the outstanding 8.25% Series2031 Term Preferred Shares on March 20,2031 at a redemption price equal to $25 per share plus an amount equal to accumulated but unpaid dividends, ifany, to, but excluding, the date of redemption. We cannot effect any amendment, alteration or repeal of ourobligation to redeem all of the 8.25% Series2031 Term Preferred Shares on March 20, 2031 without the priorunanimous consent of the holders of 8.25% Series2031 Term Preferred Shares. If we fail to maintain an assetcoverage ratio of at least 200% (as described in this prospectus supplement), we will redeem a portion of theoutstanding 8.25% Series2031 Term Preferred Shares in an amount at least equal to the lesser of (1)theminimum number of shares of 8.25% Series2031 Term Preferred Shares necessary to cause us to meet ourrequired asset coverage ratio and (2)the maximum number of 8.25% Series2031 Term Preferred Shares that wecan redeem out of cash legally available for such redemption. At any time on or after March 20, 2028 at our soleoption, we may redeem the 8.25% Series2031 Term Preferred Shares at a redemption price per share equal tothe sum of the $25 liquidation preference per share plus an amount equal to accumulated but unpaid dividends,if any, on the 8.25% Series2031 Term Preferred Shares. An investment in our securities is subject to significant risks and involves a heightened risk of totalloss of investment. The price of shares of our preferred stock may be highly volatile. The interests of theCLO securities in which we invest are subject to a high degree of special risks, including: CLO structuresare highly complicated and may be subject to disadvantageous tax treatment; CLO vehicles are highlylevered (with CLO equity securities typically being leveraged between nine and thirteen times) and aremade up of below investment grade loans in which we typically have a residual interest that is muchriskier than the loans that make up the CLO vehicle; and the market price for CLO vehicles mayfluctuate dramatically, which may make portfolio valuations unreliable and negatively impact our netasset value and our ability to make distributions to our stockholders. Some instruments issued by CLOvehicles may not be readily marketable and may be subject to restrictions on resale. Securities issued byCLO vehicles are generally not listed on any U.S.national securities exchange and no active tradingmarket may exist for the securities of CLO vehicles in which we may invest. Although a secondarymarket may exist for our investments in CLO vehicles, the market for our investments in CLO vehiclesmay be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.As a result, these types of investments will be more difficult to value. See “Risk Factors” beginning onpage S-16of this prospectus supplement and page15 of the accompanying prospectus and under similarheadings in the documents that are incorporated by reference into this prospectus supplement and theaccompanying prospectus, to read about factors you should consider, including the risk of leverage,before investing in our securities. Table of Contents Currently we have issued and outstanding the 6.25% Series2027 Term Preferred Shares (the “Series2027Term Preferred Shares”), the 6.00% Series2029 Term Preferred Shares (the “6.00% Series2029 Term PreferredShares”), the 7.125% Series2029 Term Preferred Shares (the “7.125% Series2029 Term Preferred Shares” and,together with the Series2027 Term Preferred Shares, the 6.00% Series2029 Term Preferred Shares and the8.25% Series2031 Term Preferred Shares, the “Term Preferred Shares”), and the 6.75% Notes due 2031 (the“2031 Notes”), the 5.00% Notes due 2027 (the “2027 Notes”), the 8.75% Notes due 2030 (the “2030 Notes”),and the 7.95% Notes due 2032 (the “2032 Notes,” and, together with the 2031 Notes, the 2027 Notes and the2030 Notes, the “Notes”). As of December31, 2025, there was an aggregate