CSC - Capital Southwest Corporation

05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:31

Supplemental Prospectus (Form 424B3)

Filed pursuant to Rule 424(b)(3)
File No. 333-282873
Up to $2,000,000,000
Common Stock
Supplement No. 6, dated May 19, 2026
to
Prospectus, dated October 29, 2024 and
Prospectus Supplement, dated October 30, 2024
This supplement amends, supplements or modifies certain information contained in the prospectus supplement, dated October 30, 2024 (the "ATM Prospectus Supplement"), and the accompanying prospectus, dated October 29, 2024 (the "Base Prospectus," and together with the ATM Prospectus Supplement and the documents deemed incorporated by reference in each, the "Prospectus"), which relate to the sale of shares of common stock of Capital Southwest Corporation in an "at-the-market" offering (the "ATM Program") pursuant to certain equity distribution agreements (as described below). The terms the "Company," "CSWC," "we," "us," and "our" refer to Capital Southwest Corporation and its subsidiaries, unless indicated otherwise. Capitalized terms used but not defined herein shall have the same meaning given them in the ATM Prospectus Supplement.
You should carefully read the entire Prospectus and this supplement before investing in our common stock. This supplement should be read in conjunction with the Prospectus. You should also carefully consider the information set forth under the sections entitled "Risk Factors" on page S-9 of the ATM Prospectus Supplement, page 10 of the Base Prospectus and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is incorporated by reference into the Prospectus, as well as in our subsequent filings with the Securities and Exchange Commission that are incorporated into the Prospectus, before investing in our common stock.
This supplement is being filed to reflect that, on May 19, 2026, we increased the maximum amount of shares of our common stock to be sold through the ATM Program to $2,000,000,000 from $1,000,000,000. In connection with the upsize of the ATM Program to $2,000,000,000, on May 19, 2026, we entered into those certain (i) sixth amendments to the third amended and restated equity distribution agreements, each dated May 26, 2021 and as amended from time to time, with each of Jefferies LLC ("Jefferies") and Raymond James & Associates, Inc. ("Raymond James"), and (ii) sixth amendments to the amended and restated equity distribution agreements, each dated May 26, 2021 and as amended from time to time, with each of Citizens 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 Company's equity distribution agreements with each of the Sales Agents are on substantially the same terms and conditions as one another.
STATUS OF THE "AT-THE-MARKET" OFFERING
From March 4, 2019 to March 31, 2026, we sold a total of 40,437,289 shares of our common stock under the ATM Program for gross proceeds of approximately $870.1 million and net proceeds of approximately $854.7 million, after deducting commissions to the Sales Agents on shares sold and offering expenses. As a result and as of the date hereof, after giving effect to the sixth amendments to the equity distribution agreements with each of the Sales Agents referenced above, up to approximately $1.1 billion in aggregate amount of our common stock remains available for sale under the ATM Program.
FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses you will bear 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 there is a reference to fees or expenses paid by "you," "us" or "CSWC," or that "we" will pay fees or expenses, you will indirectly bear such fees or expenses as investors in us.
Shareholder Transaction Expenses:
Sales load (as a percentage of offering price) 1.50 % (1)
Offering expenses (as a percentage of offering price) 0.25 % (2)
Dividend reinvestment plan expenses - % (3)
Total shareholder transaction expenses (as a percentage of offering price) 1.75 %
Annual Expenses (as a percentage of net assets attributable to common stock for the fiscal year ended March 31, 2026):
Operating expenses 2.86 % (4)
Interest payments on borrowed funds 7.37 % (5)
Income tax provision 0.11 % (6)
Total annual expenses 10.34 %
(1)Represents the Sales Agents' commission with respect to the shares of common stock being sold in this offering. There is no guarantee that there will be any additional sales of our common stock pursuant to the Prospectus.
(2)The percentage reflects estimated offering expenses for this offering of approximately $4,100,000, of which we have incurred $2,180,000 as of May 15, 2026, and assumes that we sell all $2.0 billion of shares of common stock available under the equity distribution agreements with the Sales Agents.
(3)The expenses of administering our dividend reinvestment plan ("DRIP") are included in operating expenses. The DRIP does not allow shareholders to sell shares through the DRIP. If a shareholder wishes to sell shares they would be required to select a broker of their choice and pay any fees or other costs associated with the sale.
(4)Operating expenses in this table represent the estimated annual operating expenses of CSWC and its consolidated subsidiaries based on actual operating expenses for the year ended March 31, 2026. We do not have an investment adviser and are internally managed by our executive officers under the supervision of our board of directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
(5)Interest payments on borrowed funds represents (a) our estimated annual interest payments based on actual interest rate terms under our credit facilities, with available commitments of $510 million under the Company's senior secured revolving credit facility (the "Corporate Credit Facility") and available commitments of $200 million under the Company's special purpose vehicle financing credit facility (the "SPV Credit Facility"), and our anticipated drawdowns from our credit facilities, (b) our actual interest rate terms under the SBA-guaranteed debentures issued by each of Capital Southwest SBIC I, LP and Capital Southwest SBIC II, LP (the "SBA Debentures") and our anticipated drawdowns of the SBA Debentures, and (c) our estimated annual interest payments, based on actual interest rate terms, on the 5.125% convertible notes due 2029 (the "2029 Convertible Notes") and the 5.950% notes due 2030 (the "September 2030 Notes"). As of March 31, 2026, we had $245.0 million in borrowings outstanding under our Corporate Credit Facility, $100.0 million outstanding under our SPV Credit Facility, $223.0 million outstanding under the SBA Debentures, $230.0 million in aggregate principal of the 2029 Convertible Notes outstanding, and $350.0 million in aggregate principal of the September 2030 Notes outstanding. Any future issuances of debt securities will be made at the discretion of management and our board of directors after evaluating the investment opportunities and economic situation of the Company and the market as a whole.
(6)Income tax provision relates to the accrual of (a) deferred and current tax provision/(benefit) for U.S. federal income taxes and (b) excise, state and other taxes. Deferred taxes are non-cash in nature and may vary significantly from period to period. We are required to include deferred taxes in calculating our annual expenses even though deferred taxes are not currently payable or receivable. Income tax provision represents the estimated annual income tax expense of CSWC and its consolidated subsidiaries based on actual income tax expense for the year ended March 31, 2026.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. These amounts assume (1) a 1.50% sales load (Sales Agents discounts and commissions) and (2) offering expenses totaling 0.25%.
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 investment, assuming 5.0% annual return $ 121 $ 308 $ 475 $ 821
The example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. In addition, while the example assumes reinvestment of all dividends at NAV, participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the average purchase price of all shares of common stock purchased by the administrator of the DRIP in the event that shares are purchased in the open market to satisfy the share requirements of the DRIP, which may be at, above or below NAV. See "Dividend Reinvestment Plan" in the Base Prospectus for additional information regarding our DRIP.
CSC - Capital Southwest Corporation published this content on May 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 19, 2026 at 21:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]