Item 3.03. Material Modification to Rights of Security Holders.



On May 21, 2021, in connection with the previously announced public offering,
Prospect Capital Corporation (the "Company") filed Articles Supplementary (the
"Articles Supplementary") with the State Department of Assessments and Taxation
of Maryland ("SDAT"), with an effective date of May 26, 2021, reclassifying and
designating 1,000,000 shares of the Company's authorized and unissued shares of
common stock ("Common Stock") into shares of preferred stock as "Convertible
Preferred Stock, Series A2." The reclassification decreased the number of shares
classified as Common Stock from 1,860,000,000 shares immediately prior to the
reclassification to 1,859,000,000 shares immediately after the reclassification.
The description of the Company's Series 5.50% Series A2 preferred stock, par
value $0.001 per share, with a liquidation preference of $25.00 per share ("A
Shares"), contained in the section of the Prospectus entitled "Description of
the Preferred Stock" is incorporated herein by reference.

The foregoing description of the A Shares 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.

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 7.01. Regulation FD Disclosure



The Company is declaring distributions to preferred shareholders based on an
annual rate equal to 5.50% of the stated value of $25 per share of the A Shares,
from the date of issuance or, if later, from the most recent dividend payment
date (the first business day of the month, with no additional dividend accruing
in August as a result), as follows:

     Monthly Cash Preferred                        Record Date                           Payment Date                                Monthly Amount ($

per share), before pro ration for partial periods


    Shareholder Distribution
        May and June 2021                           6/16/2021                              7/1/2021                                                               $0.114583
            July 2021                               7/21/2021                              8/2/2021                                                               $0.114583
           August 2021                              8/18/2021                              9/1/2021                                                               $0.114583



The information disclosed under this Item 7.01 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed incorporated by reference into any filing made
under the Securities Act of 1933, except as expressly set forth by specific
reference in such filing.


Item 8.01. Other Events

Preferred Offering

On May 26, 2021, in connection with the previously announced public offering, the Company issued and sold an aggregate of 187,000 A Shares.



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 was conducted pursuant to a prospectus supplement dated May 19, 2021,
and a base prospectus dated February 13, 2020 relating to the Registration
Statement.

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




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Preferred Stock Dividend Reinvestment Plan



In connection with the Offering, effective as of May 26, 2021, the Company
amended and restated its Preferred Stock Distribution Reinvestment Plan (the
"DRIP") to include the A Shares. Under the DRIP, holders of A Shares ("preferred
stockholders") will have dividends on their A Shares automatically reinvested in
additional A Shares at a price per share of $25.00 if they so elect. Once
enrolled in the DRIP, preferred stockholders may elect to reinvest all, but not
less than all, of their dividends in additional A Shares, until they terminate
their participation in the DRIP. The Company will pay all fees or other charges
on A Shares purchased through the DRIP.

The A Shares purchased under the DRIP will come from the Company's authorized
but unissued A Shares. A Shares received through the DRIP will be of the same
series and have the same original issue date for purposes of calculating the fee
associated with a preferred stockholder's election to convert A Shares held by
the preferred stockholder prior to the listing of the A Shares on a national
securities exchange and for other terms of the A Shares based on issuance date
as the A Shares for which the dividend was declared. The Company may terminate
the DRIP at any time in its sole discretion. The description of the DRIP
contained in the section of the Prospectus entitled "Preferred Stock Dividend
Reinvestment Plan" is incorporated herein by reference.

The foregoing description of the DRIP is only a summary and is qualified in its
entirety by reference to the full text of the DRIP, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.

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