🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for Franklin BSP Capital Corporation. It's an invitation and information packet for the company's 2026 Annual Meeting of Stockholders. Think of it as the official agenda and rulebook for a company's annual shareholder gathering. You'll find details on what will be voted on, who is on the board, and how the meeting will work.

🏢 What The Company Does

👉 In simple terms, Franklin BSP Capital Corp. is a financial middleman that lends money to companies. It's a type of investment company called a Business Development Company (BDC). BDCs exist to provide capital to middle-market businesses that might have a harder time getting traditional bank loans. In return, they earn interest and fees. The company is managed by an external adviser, BSP Credit.

🚀 Key Moves: What You're Voting On

The meeting has three main items for shareholders to decide:

1. Elect Two Directors: Shareholders will vote to elect two directors to serve until 2029.
2. The Big One: Approve Selling Stock Below NAV: This is a critical proposal. The company is asking for permission to sell up to 25% of its common stock at a price below its current Net Asset Value (NAV) per share.
   • Why it matters: NAV is the per-share value of the company's assets minus its liabilities. Selling new stock below this value dilutes (waters down) existing shareholders' ownership. The company argues it needs this flexibility to raise capital efficiently for growth, but it's a significant ask that requires shareholder approval. The board recommends voting FOR this.
3. Handle Other Business: A catch-all for any other matters that might come up.

⚖️ Big Picture: Board & Governance

The board structure and oversight are key parts of this proxy.

• Leadership: Richard J. Byrne is both Chairman and CEO. The board believes this combined role is effective because he knows the business best. There is a designated lead independent director, Mr. Michelson, to provide oversight.
• Committees: The board has three key committees:
  • Audit Committee (Hillman, Kramer, Michelson): Oversees financial reporting and risks.
  • Nominating Committee (Kramer, Michelson, Rendell, Schaney): Finds and recommends director candidates.
  • Compensation Committee (not detailed in this excerpt): Handles pay policies.
• Risk Oversight: The board actively oversees risk. As a regulated BDC, the company itself has built-in rules that limit risk, like caps on how much it can borrow and requirements for what types of assets it can hold.

🔮 What's Next

The virtual annual meeting is scheduled for June 5, 2026, at 11:00 a.m. ET. The record date to be eligible to vote was April 7, 2026. Shareholders can vote online, by phone, or by mail before the meeting, or attend and vote virtually.

📦 Financial Position & Compensation

• Company Status: As a BDC, it has strict rules, like maintaining an asset coverage ratio of at least 150% on its debt and investing at least 70% of assets in "qualifying assets."
• Executive Pay: The company has no employees. Its executive officers are employees of its external adviser, BSP Credit. Their compensation is detailed in the full filing but stems from the advisory agreement.
• Director Pay: Directors who are not employees of the adviser receive annual retainers and fees for board and committee service.

🧠 The Analogy

Imagine a book club (the company) that pools money to buy rare, valuable books (investments in businesses). The club is run by a hired expert (the Adviser). This proxy statement is the meeting notice for the club members (shareholders). The most important item on the agenda is a vote: Should the expert be allowed to sell new membership shares at a discount to raise more money for buying books, even if it reduces the value of each existing member's share in the club? That's the core dilution question they're voting on.

📇 Key Contacts & People

• Investor Contact: Franklin BSP Capital Corporation, One Madison Avenue, Suite 1600, New York, New York 10010. Phone: (844) 785-4393 Email: [email protected]
• Proxy Solicitor: Broadridge Investor Communication Solutions, Inc. Phone: (844) 302-3128
• Key People:
  • Richard J. Byrne: Chairman & Chief Executive Officer
  • Edvina Lila: Secretary of the Company
• Board Nominees: (Biographies in full filing)
• Board Members (Standing): Includes Mr. Michelson (Lead Independent Director), Mr. Hillman (Audit Chair), Mr. Kramer (Nominating Chair), and others.

🧩 Final Takeaway

Shareholders of this BDC are being asked to vote on renewing board members and, more importantly, granting a major flexibility to raise new capital even if it dilutes current owners. This proxy details the governance structure and voting mechanics for that critical decision. The company's need for growth capital is being balanced against the protection of existing shareholder value.