Item 1.01. Entry into a Material Definitive Agreement.

On June 9, 2022, Prospect Capital Corporation (the "Company") entered into an amendment (the "Amendment") to the Amended and Restated Dealer Manager Agreement, dated as of February 25, 2021, by and between the Company and Preferred Capital Securities, LLC (the "Dealer Manager" and, together with the Company, the "Parties") (the "Dealer Manager Agreement"), pursuant to which the Dealer Manager agreed to serve as the Company's agent, principal distributor and exclusive dealer manager for the Company's offering of up to 60,000,000 shares, par value $0.001 per share, of preferred stock, with a $1,500,000,000 aggregate liquidation preference (the "Preferred Stock"). Pursuant to the terms of the Dealer Manager Agreement, as amended by the Amendment, the size of the offering was increased from $1,000,000,000 in aggregate liquidation preference of Preferred Stock to $1,500,000,000 in aggregate liquidation preference of Preferred Stock and the initial term of the Dealer Manager Agreement was extended until August 3, 2023.

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

Item 3.03. Material Modification to Rights of Security Holders

On June 9, 2022, in connection with the Offering, the Company filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland ("SDAT"), reclassifying and designating 60,000,000 shares of the Company's authorized and unissued shares of Common Stock into shares of Preferred Stock. The reclassification decreased the number of shares classified as Common Stock from 1,832,100,000 shares immediately prior to the reclassification to 1,772,100,000 shares immediately after the reclassification. The description of the Preferred Stock contained in the section of the Prospectus entitled "Description of the Preferred Stock" is incorporated herein by reference.

The foregoing description of the Preferred Stock is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Venable LLP, special Maryland counsel to the Company, has issued a legal opinion relating to the validity of the shares of Preferred Stock offered in the offering, a copy of which is attached to this Form 8-K as Exhibit 5.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above with respect to the Articles Supplementary is incorporated in this Item 5.03 in its entirety.




Item 9.01. Financial Statements and Exhibits
(d) Exhibits

1.1 Amendment No. 1 to Amended and Restated Dealer Manager Agreement, dated as of June 9, 2022, by and between Prospect Capital Corporation and Preferred Capital Securities, LLC

3.1 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation



5.1  Opinion of Venable LLP as to the validity of shares of Preferred Stock

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