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| Entry into a Material Definitive Agreement. |
On August 11, 2026, Main Street Capital Corporation (“Main Street”) entered into separate equity distribution
agreements (each, a “New Equity Distribution Agreement”) with each of Academy Securities, Inc. (“Academy”) and
SMBC Nikko Securities America, Inc. (“SMBC Nikko”) on substantially the same terms as Main Street’s equity
distribution agreements, dated March 4, 2025 or November 12, 2025, as applicable (collectively, with each New Equity
Distribution Agreement, the “Equity Distribution Agreements”), entered into with each of Truist Securities, Inc., RBC
Capital Markets, LLC, Raymond James & Associates, Inc. and Huntington Securities, Inc. (together with Academy and
SMBC Nikko, the “Sales Agents”) for the purpose of adding Academy and SMBC Nikko as additional Sales Agents under
Main Street’s existing “at the market” program equity offering. Additionally, effective August 11, 2026, Main Street and
B. Riley Securities, Inc. (“B. Riley”) agreed to terminate the equity distribution agreement, dated March 4, 2025, between
Main Street and B. Riley.
Under the Equity Distribution Agreements, Main Street may, but has no obligation to, issue and sell up to
20,000,000 shares of its common stock, par value $0.01 per share (the “Shares”), from time to time through the Sales
Agents, or to them, as principal for their own account. Further details regarding the Equity Distribution Agreements and the
“at the market” program equity offering are set forth in Main Street’s Current Reports on Form 8-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) on March 5, 2025 and November 12, 2025, which are incorporated
herein by reference.
The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by
reference to the full text of the Equity Distribution Agreements, a form of which was previously filed as Exhibit 1.1 to
Main Street’s Current Report on Form 8-K filed with the SEC on March 5, 2025 and is incorporated herein by reference.
The “at the market” program equity offering described in this Item 1.01 will be made pursuant to a prospectus
supplement, dated March 4, 2025, and the related prospectus, dated February 28, 2025, each as supplemented from time to
time, which constitute a part of Main Street’s effective shelf registration statement on Form N-2 (File No. 333-285405) that
was filed with the SEC on February 28, 2025.
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.
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| Financial Statements and Exhibits. |
(d) Exhibits
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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