Item 1.01. Entry into a Material Definitive Agreement.

On November 10, 2022, Fidus Investment Corporation (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with Fidus Investment Advisors, LLC and Raymond James & Associates, Inc. and B. Riley Securities, Inc., as sales agents and/or principals thereunder (the "Sales Agents"). Under the Equity Distribution Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $50,000,000 in aggregate offering price of shares of its common stock, par value $0.001 per share (the "Shares"), through the Sales Agents, or to them, as principals for their own accounts. The Company intends to use the net proceeds from this "at-the-market" offering to repay certain outstanding indebtedness, make investments in lower middle-market companies in accordance with its investment objective and strategies, and for working capital and general corporate purposes.

Sales of the Shares, if any, will be made under the prospectus supplement, dated November 10, 2022 (the "Prospectus Supplement"), as may be supplemented from time to time, and the accompanying prospectus, dated May 3, 2021 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the "Prospectus") by any method that is deemed to be part of an "at-the-market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the Nasdaq Global Select Market, or similar securities exchange, or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Under the terms of the Equity Distribution Agreement, the Sales Agents will receive a commission from the Company up to 1.50% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreement and reimbursement of certain expenses. The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties, and termination provisions.

Further details regarding the Equity Distribution Agreement and the "at-the-market" offering are set forth in the Prospectus Supplement.

The Shares, if any, will be offered, issued and sold pursuant to the Company's shelf registration statement on Form N-2 (File No. 333-253525) and the Prospectus.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and is 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 Equity Distribution Agreement and the Prospectus is attached as Exhibit 5.1 hereto.

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                 Opinion of Eversheds Sutherland (US) LLP.

10.1                Equity Distribution Agreement, dated November 10, 2022, by and
                  among Fidus Investment Corporation, Fidus Investment Advisors,
                  LLC, Raymond James & Associates, Inc. and B. Riley Securities,
                  Inc.

23.1                Consent of Eversheds Sutherland (US) LLP (contained in
                  Exhibit 5.1 hereto).

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