🧾 What This Document Is

This is a preliminary proxy statement (called a PRE 14A). Its job is to give shareholders the information they need to vote at the company's upcoming annual meeting.

Think of it like an agenda and a "meet the candidates" guide for a big company meeting. The company is asking owners (shareholders) to vote on two main things:

1. Who should be on the board of directors?
2. Should the company have the flexibility to sell new shares at a price below what each share is worth?

👉 Why it matters: This document is the company's formal way of communicating with its owners about critical governance decisions. Your vote directly shapes who runs the company and what financial strategies it can pursue.

🏢 What The Company Does

FS KKR Capital Corp. (FSK) is a Business Development Company (BDC).

👉 In simple terms: A BDC is like a specialized bank for middle-sized companies. FSK lends money to and buys ownership stakes in these businesses. They make money from the interest and fees on these loans and from the growth of the companies they invest in. It's managed by experts from the firms FS Investments and KKR.

🗳️ The Two Big Votes at the Meeting

The annual meeting is scheduled for June 18, 2026. Shareholders will decide on:

1. Proposal 1: Elect Directors You're voting to re-elect four people to the board for another three-year term:

   • Michael J. Hagan (Age 63)
   • Jeffrey K. Harrow (Age 69)
   • James H. Kropp (Age 77)
   • Elizabeth J. Sandler (Age 55) The board recommends you vote FOR them.

2. Proposal 2: Share Issuance Flexibility You're voting to allow the company, in the future, to sell new shares at a price below the net asset value (NAV) per share. NAV is essentially what the company's assets are worth per share. This is a common request for BDCs that need to raise capital. The board recommends you vote FOR this proposal.

👉 Why it matters: Approving Proposal 2 gives management more tools to grow the business by raising money, even if it means diluting current shareholders a bit. It's a trade-off between current ownership percentage and the potential for future growth.

👥 Who's Running The Show (The Board)

The board oversees management and protects shareholder interests. Here’s the breakdown:

• Interested Directors: They have a material relationship with the company (like being an executive). There are 2:
  • Michael C. Forman (Chairman & CEO)
  • Daniel Pietrzak (President & Chief Investment Officer)
• Independent Directors: They have no material relationship outside of being on the board. There are 9.
• Board Structure: The CEO also serves as Chairman. An independent director, Michael J. Hagan, serves as Lead Independent Director to provide balance.

👉 Why it matters: A majority of the board is independent, which is a regulatory requirement and a good governance practice meant to ensure decisions are made in the best interest of all shareholders, not just insiders.

💼 Executive Team

The day-to-day operations are run by a team of officers. Key people include:

• Steven Lilly (Chief Financial Officer, since 2019)
• Stephen S. Sypherd (General Counsel & Secretary)
• William Goebel (Chief Accounting Officer)
• James F. Volk (Chief Compliance Officer)

Most of these executives work for the company's investment adviser (FS/KKR Advisor, LLC) and are allocated to the company.

⚖️ Governance & Oversight

The board has four main committees to handle specific duties:

• Audit Committee: Oversees financial reporting and internal controls. (Met 8 times in 2025)
• Valuation Committee: Oversees how the company values its tricky-to-price investments. (Met 4 times in 2025)
• Nominating & Corporate Governance Committee: Finds and recommends director candidates. (Met 1 time in 2025)
• Compensation Committee: Reviews executive compensation paid by the adviser. (Met 1 time in 2025)

The company also has a Code of Business Conduct and Ethics and an Insider Trading Policy.

👉 Why it matters: These committees are where the detailed oversight work happens. Their meeting frequency shows where the board is focusing its attention—especially on audits and investment valuations, which are critical for a BDC.

🔮 What's Next & Key Dates

• Record Date (April 23, 2026): Only shareholders on this date can vote.
• Proxy Materials Mailed: On or about April 27, 2026.
• Annual Meeting: June 18, 2026, at 11:00 a.m. Eastern Time in Philadelphia, PA.
• Voting Deadline: Your proxy must be received by the start of the meeting.
  • You can vote by mail, phone, or online at www.proxyvote.com.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced board with deep finance, legal, and operational expertise.
• Managed by a partnership between FS Investments and the global giant KKR.
• Clear governance structure with independent director oversight.

⚠️ Risks & Considerations:

• Proposal 2 Approval: Selling shares below NAV can reduce the value of your existing shares. You must trust management to use this flexibility wisely for growth.
• Interested Leadership: Having the CEO as Chairman concentrates power. The Lead Independent Director role is crucial to balance this.
• Market Risk: As a BDC, FSK's performance is tied to the health of the companies it lends to and the broader economy.

🧠 The Analogy

Think of FS KKR Capital Corp. like a specialized farm investment fund. The board of directors is like the farm's board of overseers—they don't milk the cows themselves, but they hire the farm manager (CEO/Management), decide what crops to plant (investment strategy), and check the barn's books every quarter. This proxy statement is you, as a part-owner, being asked to renew the contracts of four overseers and to approve a new rule letting the manager sell small plots of future farmland to raise cash for new tractors, even if the current land value is down.

🧩 Final Takeaway

Your vote at this annual meeting has two key effects: it reaffirms leadership by re-electing experienced directors, and it potentially expands the company's financial toolkit by allowing future equity raises below NAV. Carefully consider the trade-off between growth flexibility and potential shareholder dilution.