UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 19, 2026
(Exact Name Of Registrant As Specified In Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214 ) 238-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2019, Capital Southwest Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through sales agents, shares of the Company’s common stock, par value $0.25 per share (the “Shares”).
On May 19, 2026, the Company entered into the Sixth Amendments (as defined below) which, among other things, increased the maximum amount of Shares to be sold through the ATM Program to $2.0 billion from $1.0 billion. In connection therewith, on May 19, 2026, the Company entered into separate sixth amendments (the “Sixth Amendments”) to (i) the third amended and restated equity distribution agreements, each dated May 26, 2021 (the “Third Amended and Restated Agreements”) with each of Jefferies LLC (“Jefferies”) and Raymond James & Associates, Inc. (“Raymond James”), and (ii) the amended and restated equity distribution agreements, each dated May 26, 2021 (together with the Third Amended and Restated Agreements, each as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, and October 30, 2024, collectively, the “Equity Distribution Agreements”) with each of Citizens JMP Securities, LLC (f/k/a JMP Securities LLC) (“Citizens Capital Markets”) and B. Riley Securities, Inc. (“B. Riley” and, together with Jefferies, Raymond James and Citizens Capital Markets, the “Sales Agents”). The Equity Distribution Agreements with each of the Sales Agents, each as amended by the respective Sixth Amendments, are on substantially the same terms and conditions as one another. Under the Equity Distribution Agreements, each as amended by the respective Sixth Amendments, the Company may, but has no obligation to, issue and sell up to $2.0 billion in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for their own account. As of May 19, 2026, after giving effect to the Sixth Amendments, up to approximately $1.1 billion in aggregate amount of the Shares remains available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreements, each as amended by the respective Sixth Amendments, and the ATM Program are set forth in the Company’s prospectus supplement, dated October 30, 2024, relating to the Shares (including the accompany prospectus, dated October 29, 2024, the “ATM Prospectus Supplement”), supplement no. 1 to the ATM Prospectus Supplement, dated February 20, 2025 (“Supplement No. 1”), supplement no. 2 to the ATM Prospectus Supplement, dated May 20, 2025 (“Supplement No. 2”), supplement no. 3 to the ATM Prospectus Supplement, dated August 7, 2025 (“Supplement No. 3”), supplement no. 4 to the ATM Prospectus Supplement, dated November 3, 2025 (“Supplement No. 4”), supplement no. 5 to the ATM Prospectus Supplement, dated February 2, 2026 (“Supplement No. 5”), and supplement no. 6 to the ATM Prospectus Supplement, dated May 19, 2026 (“Supplement No. 6” and together with the ATM Prospectus Supplement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, and Supplement No. 5, and, including, in each case, any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of the Sixth Amendments is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendments, forms of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-282873) and the Prospectus, as supplemented from time to time.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 5.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 19, 2026
| By: | /s/ Michael S. Sarner | |||||||
| Name: Michael S. Sarner | ||||||||
| Title: President and Chief Executive Officer | ||||||||
 | Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.383.0806 F: +1 202.637.3593 saranasseri@ eversheds-sutherland.com | ||||
Exhibit 5.1
May 19, 2026
Capital Southwest Corporation
8333 Douglas Avenue, Suite 1100
Dallas, Texas 75225
Ladies and Gentlemen:
We have acted as counsel to Capital Southwest Corporation, a Texas corporation (the “Company”), in connection with the Company’s Registration Statement on Form N-2 (File No. 333-282873) filed under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became automatically effective upon filing with the Securities and Exchange Commission (the “Commission”) on October 29, 2024 pursuant to Rule 462(e) under the Securities Act (as amended as of its most recent effective date, including the exhibits and schedules thereto, all documents incorporated or deemed to be incorporated into the Registration Statement by reference, any information contained in a prospectus supplement relating to the Shares (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, any registration statement filed pursuant to Rule 462(b) under the Securities Act, and any post-effective amendment thereto, is hereinafter referred to as the “Registration Statement”). The Registration Statement relates to the public offering of securities of the Company that may be offered by the Company from time to time as set forth in the prospectus, dated October 29, 2024, which forms a part of the Registration Statement (the “Base Prospectus”), and as may be set forth from time to time in one or more supplements to the Base Prospectus.
This opinion letter is rendered in connection with the issuance and sale from time to time of shares of the Company’s common stock (the “Shares”), par value $0.25 per share, having an aggregate offering price of up to $2,000,000,000, as described in the prospectus supplement, dated as of October 30, 2024, relating to the Shares (together with the Base Prospectus, the “ATM Prospectus Supplement”), supplement no. 1 to the ATM Prospectus Supplement, dated February 20, 2025 (“Supplement No. 1”), supplement no. 2 to the ATM Prospectus Supplement, dated May 20, 2025 (“Supplement No. 2”), supplement no. 3 to the ATM Prospectus Supplement, dated August 7, 2025 (“Supplement No. 3”), supplement no. 4 to the ATM Prospectus Supplement, dated November 3, 2025 (“Supplement No. 4”), supplement no. 5 to the ATM Prospectus Supplement, dated February 2, 2026 (“Supplement No. 5”), and supplement no. 6 to the ATM Prospectus Supplement, dated May 19, 2026 (“Supplement No. 6” and together with the ATM Prospectus Supplement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, and Supplement No. 5, and including, in each case, any information incorporated by reference therein, the “Prospectus”), each filed with the Commission pursuant to Rule 424 under the Securities Act, of which approximately $1.1 billion in aggregate amount of Shares remain available for sale pursuant to the Sales Agreements (as defined herein). The Shares are to be sold by the Company pursuant to (i) those certain third amended and restated equity distribution agreements, each dated as of May 26, 2021 and as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, October 30, 2024, and May 19, 2026, by and between the Company and each of Jefferies LLC and Raymond James & Associates, Inc. (the “Third Amended and Restated Agreements”) and (ii) those certain amended and restated equity distribution agreements, each dated as of May 26, 2021 and as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, October 30, 2024, and May 19, 2026, by and between the Company and each of Citizens JMP Securities, LLC (f/k/a JMP
Securities LLC) and B. Riley Securities, Inc. (together with the Third Amended and Restated Agreements, the “Sales Agreements”).
As counsel to the Company, we have participated in the preparation of the Registration Statement and the Prospectus and have examined the originals or copies, certified or otherwise identified to our satisfaction as being true copies, of the following:
(i)the Articles of Incorporation of the Company, as amended, certified as of the date hereof by an officer of the Company;
(ii)the Second Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;
(iii)a Certificate of Fact with respect to the Company issued by the Texas Secretary of State as of a recent date; and
(iv)the resolutions adopted by the board of directors of the Company relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement and the Prospectus, and (b) the authorization, issuance, offer and sale of the Shares pursuant to the Sales Agreements and the Prospectus, certified as of the date hereof by an officer of the Company.
With respect to such examination and our opinion expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, (v) that all certificates issued by public officials or officers of the Company have been properly issued and that such certificates remain accurate on the date of this letter, (vi) the accuracy and completeness of all corporate records made available to us by the Company, and (vii) that each of the Sales Agreements is a valid and legally binding obligation of the parties thereto (other than the Company).
As to certain matters of fact relevant to the opinions in this opinion letter, we have relied on certificates of officers of the Company, and on the representations, warranties and covenants of the Company set forth in the Sales Agreements. We also have relied on certificates and confirmations of public officials. We have not independently established the facts, or in the case of certificates or confirmations of public officials (which we have assumed remain accurate as of the date of this opinion letter), the other statements, so relied upon.
The opinion set forth below is limited to the effect of the Texas Business Organizations Code, as in effect as of the date hereof, and we express no opinion with respect to any other laws of the state of Texas or the laws of any other jurisdiction. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares. This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.
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On the basis of and subject to the foregoing, and in reliance thereof, and subject to the assumptions, qualifications and limitations set forth in this opinion letter, we are of the opinion that the Shares have been duly authorized and, when issued and delivered against payment thereof in accordance with the terms of the Sales Agreements, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed in this opinion letter is (i) strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred and (ii) only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, to be filed with the Commission on the date hereof, for incorporation by reference in the Registration Statement and to the reference to our firm in the “Legal Matters” section in the ATM Prospectus Supplement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |||||
/s/ Eversheds Sutherland (US) LLP | |||||
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Exhibit 10.1
Capital Southwest Corporation
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT, dated as of May 19, 2026 (this “Sixth Amendment”), by and between Capital Southwest Corporation, a Texas corporation (the “Company”), and [ ] (the “Manager”).
W I T N E S S E T H:
WHEREAS, the Company and the Manager are parties to that certain Third Amended and Restated Equity Distribution Agreement, dated as of May 26, 2021, as amended by (i) that certain First Amendment to Third Amended and Restated Equity Distribution Agreement, dated August 3, 2021 (the “First Amendment”), (ii) that certain Second Amendment to Third Amended and Restated Equity Distribution Agreement, dated November 2, 2021 (the “Second Amendment”), (iii) that certain Third Amendment to Third Amended and Restated Equity Distribution Agreement, dated August 2, 2022 (the “Third Amendment”), (iv) that certain Fourth Amendment to Third Amended and Restated Equity Distribution Agreement, dated May 21, 2024 (the “Fourth Amendment”) and (v) that certain Fifth Amendment to Third Amended and Restated Equity Distribution Agreement, dated October 30, 2024 (the “Fifth Amendment”) (such Third Amended and Restated Equity Distribution Agreement, as amended and modified through the Fifth Amendment, the “Equity Distribution Agreement”); and
WHEREAS, the Company and the Manager have agreed to amend the Equity Distribution Agreement to increase the Maximum Amount from $1,000,000,000 to $2,000,000,000 and to make certain other changes to the Equity Distribution Agreement with effect, in each case, on and after the date hereof.
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Effective as of May 19, 2026, the first paragraph of Section 1 of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.25 per share (the “Common Stock”), having an aggregate offering price of up to $2,000,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Prior Agreements and those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution
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Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” ”
2.Effective as of May 19, 2026, the sixth paragraph of Section 1 of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“The Company owns (i) 100% of the equity interests in Capital Southwest Equity Investments, Inc. (“CSEI”), (ii) 100% of the equity interests in Capital Southwest SPV LLC (“SPV”), (iii) 100% of the limited partnership interests in Capital Southwest SBIC I, LP (the “SBIC Fund I”), (iv) 100% of the limited partnership interests in Capital Southwest SBIC II, LP (the “SBIC Fund II”), and (v) 100% of the equity interests of Capital Southwest SBIC I GP, LLC (the “SBIC GP”). CSEI, SPV, SBIC Fund I, SBIC Fund II and the SBIC GP, together with the Company, are referred to in this Agreement as the “Capital Southwest Entities”.”
3.Effective as of May 19, 2026, Section 2(h) of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“(h) Subsidiaries of the Company. The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or other entity other than (i) its interests in CSEI, SPV, SBIC Fund I, SBIC Fund II, and SBIC GP and (ii) those corporations or other entities accounted for as portfolio investments in accordance with the Commission’s rules and regulations (each a “Portfolio Company” and collectively, the “Portfolio Companies”).”
4.Effective as of May 19, 2026, all references to SBIC Fund I in the Equity Distribution Agreement, other than in Section 1 and in Section 2(h) (in each case as amended by this Sixth Amendment), shall be deemed, in each instance, to refer to and include each of SBIC Fund I and SBIC Fund II.
5.Effective as of May 19, 2026, (a) all references to “I-45 SLF LLC” in the Equity Distribution Agreement shall be replaced by and shall instead refer to, in each instance, “CapTrin Partners, LLC”, and (b) all references to the defined term “I-45” in the Equity Distribution Agreement shall be replaced by and shall instead refer to, in each instance, “CapTrin”.
6.The Company hereby represents and warrants to the Manager that, as of the date hereof, each representation, warranty and agreement set forth in the Equity Distribution Agreement that, pursuant to Section 5 of this Sixth Amendment, is modified to refer to “CapTrin Partners, LLC” or “CapTrin” in lieu of “I-45 SLF LLC” or “I-45”, respectively, is true, correct and accurate in all material respects as if made directly with respect to CapTrin Partners, LLC, and the Company confirms that the substitution of CapTrin Partners, LLC for I-45 SLF LLC in the Equity Distribution Agreement does not cause any such representation, warranty or agreement to be untrue, inaccurate or misleading in any material respect as of the date hereof. For the avoidance of doubt, such representations, as modified to refer to CapTrin Partners, LLC, shall be subject to the bring-down and repetition mechanism set forth in Section 4(aa) of the Equity Distribution Agreement.
7.Effective as of May 19, 2026, Section 2(d) of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
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“(d) Internal Control Over Financial Reporting; Independent Accountants. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s auditors and the audit committee of the Company's board of directors have been advised of (1) any known significant deficiencies in the design or operation of internal control over financial reporting that could adversely affect the ability to record, process, summarize, and report financial data and (2) any known fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting; and any such deficiencies or fraud will not result in a Material Adverse Effect (as defined below). The Company’s internal control over financial reporting is effective and the Company is not aware of any material weakness in its internal control over financial reporting. RSM (US) LLP, the Company’s current independent accountant, which audited certain financial statements of the Company and whose report with respect to the financial statements of the Company appears or is incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act, the 1940 Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board (the “PCAOB”) and the American Institute of Certified Public Accountants (the “AICPA”).”
8.Effective as of May 19, 2026, Section 2(tt) of the Equity Distribution Agreement (as added by the Fifth Amendment) shall be, and it hereby is, amended and restated in its entirety as follows:
“(tt) WKSI Status. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the 1933 Act, and (iv) as of May 19, 2026, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the 1933 Act, that automatically became effective not more than three years prior to the most recent Time of Sale and Settlement Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.”
9.Effective as of May 19, 2026, Schedule D to the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“Schedule D
AUTHORIZED COMPANY REPRESENTATIVES
Michael S. Sarner, President and Chief Executive Officer
Chris Rehberger, Chief Financial Officer, Treasurer and Secretary”
* * *
For the avoidance of doubt, the parties confirm that the First Amendment through the Fifth Amendment to the Equity Distribution Agreement remain in full force and effect, except to the extent expressly superseded or modified by this Sixth Amendment.
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This Sixth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
This Sixth Amendment shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law.
Capitalized terms used herein and not defined herein shall have the same meanings as in the Equity Distribution Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned has entered into this Sixth Amendment to Third Amended and Restated Equity Distribution Agreement as of the date first written above.
CAPITAL SOUTHWEST CORPORATION
By:
Name: Michael S. Sarner
Title: President and Chief Executive Officer
Title: President and Chief Executive Officer
[Signature Page to Sixth Amendment to Third Amended and Restated EDA]
ACCEPTED as of the date first above written.
[ ]
By:
Name:
Title:
[Signature Page to Sixth Amendment to Third Amended and Restated EDA]
Exhibit 10.2
Capital Southwest Corporation
SIXTH AMENDMENT TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT
SIXTH AMENDMENT TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT, dated as of May 19, 2026 (this “Sixth Amendment”), by and between Capital Southwest Corporation, a Texas corporation (the “Company”), and [ ] (the “Manager”).
W I T N E S S E T H:
WHEREAS, the Company and the Manager are parties to that certain Amended and Restated Equity Distribution Agreement, dated as of May 26, 2021, as amended by (i) that certain First Amendment to Amended and Restated Equity Distribution Agreement, dated August 3, 2021 (the “First Amendment”), (ii) that certain Second Amendment to Amended and Restated Equity Distribution Agreement, dated November 2, 2021 (the “Second Amendment”), (iii) that certain Third Amendment to Amended and Restated Equity Distribution Agreement, dated August 2, 2022 (the “Third Amendment”), (iv) that certain Fourth Amendment to Amended and Restated Equity Distribution Agreement, dated May 21, 2024 (the “Fourth Amendment”) and (v) that certain Fifth Amendment to Amended and Restated Equity Distribution Agreement, dated October 30, 2024 (the “Fifth Amendment”) (such Amended and Restated Equity Distribution Agreement, as amended and modified through the Fifth Amendment, the “Equity Distribution Agreement”); and
WHEREAS, the Company and the Manager have agreed to amend the Equity Distribution Agreement to increase the Maximum Amount from $1,000,000,000 to $2,000,000,000 and to make certain other changes to the Equity Distribution Agreement with effect, in each case, on and after the date hereof.
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Effective as of May 19, 2026, the first paragraph of Section 1 of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“Description of Securities. The Company proposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, par value $0.25 per share (the “Common Stock”), having an aggregate offering price of up to $2,000,000,000 (such amount, as reduced on a dollar-for-dollar basis by the aggregate gross sales proceeds received by the Company from the sale of Common Stock prior to the date hereof pursuant to the Prior Agreements and those certain prior alternative equity distribution agreements listed on Schedule A hereto, the “Maximum Amount”) on the terms set forth in Section 3 of this Agreement. The shares of Common Stock to be sold through or to the Manager pursuant hereto or pursuant to a Terms Agreement (as defined below) or through or to an Alternative Manager pursuant to an Alternative Equity Distribution Agreement or Alternative Terms Agreement (each term as defined below) are referred to herein as the “Shares.” ”
2.Effective as of May 19, 2026, the sixth paragraph of Section 1 of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“The Company owns (i) 100% of the equity interests in Capital Southwest Equity Investments, Inc. (“CSEI”), (ii) 100% of the equity interests in Capital Southwest SPV LLC (“SPV”), (iii) 100% of the limited partnership interests in Capital Southwest SBIC I, LP (the “SBIC Fund I”), (iv) 100% of the limited partnership interests in Capital Southwest SBIC II, LP (the “SBIC Fund II”), and (v) 100% of the equity interests of Capital Southwest SBIC I GP, LLC (the “SBIC GP”). CSEI, SPV, SBIC Fund I, SBIC Fund II and the SBIC GP, together with the Company, are referred to in this Agreement as the “Capital Southwest Entities”.”
3.Effective as of May 19, 2026, Section 2(h) of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“(h) Subsidiaries of the Company. The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or other entity other than (i) its interests in CSEI, SPV, SBIC Fund I, SBIC Fund II, and SBIC GP and (ii) those corporations or other entities accounted for as portfolio investments in accordance with the Commission’s rules and regulations (each a “Portfolio Company” and collectively, the “Portfolio Companies”).”
4.Effective as of May 19, 2026, all references to SBIC Fund I in the Equity Distribution Agreement, other than in Section 1 and in Section 2(h) (in each case as amended by this Sixth Amendment), shall be deemed, in each instance, to refer to and include each of SBIC Fund I and SBIC Fund II.
5.Effective as of May 19, 2026, (a) all references to “I-45 SLF LLC” in the Equity Distribution Agreement shall be replaced by and shall instead refer to, in each instance, “CapTrin Partners, LLC”, and (b) all references to the defined term “I-45” in the Equity Distribution Agreement shall be replaced by and shall instead refer to, in each instance, “CapTrin”.
6.The Company hereby represents and warrants to the Manager that, as of the date hereof, each representation, warranty and agreement set forth in the Equity Distribution Agreement that, pursuant to Section 5 of this Sixth Amendment, is modified to refer to “CapTrin Partners, LLC” or “CapTrin” in lieu of “I-45 SLF LLC” or “I-45”, respectively, is true, correct and accurate in all material respects as if made directly with respect to CapTrin Partners, LLC, and the Company confirms that the substitution of CapTrin Partners, LLC for I-45 SLF LLC in the Equity Distribution Agreement does not cause any such representation, warranty or agreement to be untrue, inaccurate or misleading in any material respect as of the date hereof. For the avoidance of doubt, such representations, as modified to refer to CapTrin Partners, LLC, shall be subject to the bring-down and repetition mechanism set forth in Section 4(aa) of the Equity Distribution Agreement.
7.Effective as of May 19, 2026, Section 2(d) of the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“(d) Internal Control Over Financial Reporting; Independent Accountants. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s auditors and the
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audit committee of the Company's board of directors have been advised of (1) any known significant deficiencies in the design or operation of internal control over financial reporting that could adversely affect the ability to record, process, summarize, and report financial data and (2) any known fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting; and any such deficiencies or fraud will not result in a Material Adverse Effect (as defined below). The Company’s internal control over financial reporting is effective and the Company is not aware of any material weakness in its internal control over financial reporting. RSM (US) LLP, the Company’s current independent accountant, which audited certain financial statements of the Company and whose report with respect to the financial statements of the Company appears or is incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act, the 1940 Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board (the “PCAOB”) and the American Institute of Certified Public Accountants (the “AICPA”).”
8.Effective as of May 19, 2026, Section 2(tt) of the Equity Distribution Agreement (as added by the Fifth Amendment) shall be, and it hereby is, amended and restated in its entirety as follows:
“(tt) WKSI Status. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the 1933 Act, and (iv) as of May 19, 2026, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the 1933 Act, that automatically became effective not more than three years prior to the most recent Time of Sale and Settlement Date; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.”
9.Effective as of May 19, 2026, Schedule D to the Equity Distribution Agreement shall be, and it hereby is, amended and restated in its entirety as follows:
“Schedule D
AUTHORIZED COMPANY REPRESENTATIVES
Michael S. Sarner, President and Chief Executive Officer
Chris Rehberger, Chief Financial Officer, Treasurer and Secretary”
* * *
For the avoidance of doubt, the parties confirm that the First Amendment through the Fifth Amendment to the Equity Distribution Agreement remain in full force and effect, except to the extent expressly superseded or modified by this Sixth Amendment.
This Sixth Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
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This Sixth Amendment shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law.
Capitalized terms used herein and not defined herein shall have the same meanings as in the Equity Distribution Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned has entered into this Sixth Amendment to Amended and Restated Equity Distribution Agreement as of the date first written above.
CAPITAL SOUTHWEST CORPORATION
By:
Name: Michael S. Sarner
Title: President and Chief Executive Officer
Title: President and Chief Executive Officer
[Signature Page to Sixth Amendment to Amended and Restated EDA]
ACCEPTED as of the date first above written.
[ ]
By:
Name:
Title:
[Signature Page to Sixth Amendment to Amended and Restated EDA]