Prospect Capital : Material Modification to Rights of Security Holders (Form 8-K)

Material Modification to Rights of Security Holders.

On July 15, 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'), reclassifying and designating 6,900,000 shares of the Company's authorized and unissued shares of common stock ('Common Stock') into shares of preferred stock as '5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock.' The reclassification decreased the number of shares classified as Common Stock from 1,859,000,000 shares immediately prior to the reclassification to 1,852,100,000 shares immediately after the reclassification. The description of the Company's 5.35% Series A Fixed Rate Cumulative Perpetual 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.

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.

Other Events.

Preferred Offering

On July 19, 2021, in connection with the previously announced public offering, the Company issued and sold an aggregate of 6,000,000 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 July 12, 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.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation.
5.1	Opinion of Venable LLP.