Item 1.01. Entry into a Material Definitive Agreement.

5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock

On July 12, 2021, Prospect Capital Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, Prospect Capital Management L.P., Prospect Administration LLC, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, relating to the offer and sale of 6,000,000 shares, or $150 million in aggregate liquidation preference, of the Company's 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the "A Shares"), at a public offering price of $25.00 per share. Pursuant to the Underwriting Agreement, the Company has also granted the underwriters a 30-day option to purchase up to an additional 900,000 A Shares solely to cover over-allotments. The offering will close on July 19, 2021, subject to customary closing conditions.

The A Shares are registered with the Securities and Exchange Commission pursuant to an automatic shelf registration statement on Form N-2 (File No. 333-236415) under the Securities Act of 1933, as amended (the "Registration Statement"). The offering is being conducted pursuant to a prospectus supplement dated July 12, 2021, and a base prospectus dated February 13, 2020 relating to the Registration Statement.

The foregoing description of the underwriting agreement is only a summary and is qualified in its entirety by reference to the full text of the underwriting agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



     Exhibit
     Number                                           Description
       1.1          Underwriting Agreement, dated July 12, 2021, by and among Prospect Capital
                  Corporation, Prospect Capital Management L.P., Prospect Administration LLC, and
                      Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as
                  representatives of the underwriters    .

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