📜 What This Document Is 🧐

This is a Preliminary Proxy Statement (PRER14A). Think of it as the detailed instruction manual and ballot for the company's annual shareholder meeting. 🗳️

Because it’s a Preliminary statement, the details are subject to change before the final meeting, but it outlines exactly what shareholders will be asked to vote on. Its purpose is to inform you, the stockholder, about the company's governance structure, the candidates for the board, and the key decisions the board wants you to approve.

👉 Why it matters: This document lets you see who runs the company (the directors and executives) and what powers (like selling shares cheaply) they are seeking from you, the owner.

🏢 What FS KKR Capital Corp Does 🏗️

FS KKR Capital Corp. is a financial company that operates as a Business Development Company (BDC). 🏦

While the filing doesn't give a deep dive into its day-to-day business operations, we know it is structured as a Maryland corporation that is listed on the NYSE. Its board focuses heavily on overseeing investment activities, financial reporting, and corporate governance.

👉 In simple terms: The company's core function, as reflected in this proxy, is to manage and oversee complex investment funds and the associated corporate structure, keeping shareholder value and compliance at the forefront.

📅 The Annual Meeting Details 🗓️

This section covers the logistics for the upcoming shareholder meeting. Knowing the dates and required actions is key to participating.

The 2026 Annual Meeting of Stockholders is scheduled for Thursday, June [18], 2026, at 11:00 a.m., Eastern Time. The meeting will be held at 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania 19104.

• Record Date: The Board has set the close of business on April [23], 2026, as the record date. This means only stockholders who own shares by the end of this day are entitled to receive notice and vote at the Annual Meeting.
• Proxy Status: Stockholders can vote by physically returning a proxy card, or they can save time by voting online or by telephone.
• Attendance Requirement: If attending in person, you must bring photo identification. If your shares are held through a broker, you must bring a letter from the broker proving you are the beneficial owner.

🗳️ The Proposals You Must Vote On 📝

The proxy statement is asking shareholders to vote on three distinct proposals. These are the core decisions you must consider. The Board unanimously recommends voting FOR all three.

1. Election of Directors

You are asked to elect four individuals as Class A Directors for a three-year term expiring at the 2029 annual meeting:

• Michael J. Hagan
• Jeffrey K. Harrow
• James H. Kropp
• Elizabeth J. Sandler

👉 Why it matters: Electing directors is choosing the people who will oversee the company's management and strategy. All nominees must receive the affirmative vote of a majority of the votes cast.

2. Share Issuance Proposal (Selling Below NAV)

This proposal seeks to allow the Company to sell its shares of common stock below net asset value (NAV) per share in the future.

👉 Why it matters: This flexibility is crucial for the company's growth. It gives them an option to raise capital through future sales, even if market conditions require pricing shares below their current calculated net asset value.

3. Warrants, Options, or Rights Issuance

This proposal authorizes the Company to issue warrants, options, or rights to subscribe for, convert to, or purchase shares of the Company’s common stock in one or more offerings.

👉 Why it matters: This is a key structural measure that allows the company to raise money by issuing various forms of equity claims (like options or warrants) to investors, giving them liquidity and capital flexibility.

🧑‍⚖️ Corporate Governance and Oversight 🧠

Good governance is about rules, checks, and balances. The Board has established several committees to manage specific areas, ensuring the company operates responsibly.

• The Board's Risk Oversight: The Board takes a comprehensive approach to risk, reviewing everything from investment strategies to compliance policies. The process includes reviewing reports from the independent registered public accounting firm and the company’s Chief Compliance Officer.
• Committee Structure: The Board operates through four standing committees, each with a specific function:
  • Audit Committee: Chaired by Brian R. Ford, this committee oversees the integrity of accounting policies, financial reporting, and internal controls.
  • Valuation Committee: Chaired by James H. Kropp, this committee oversees the pricing and valuation process for the company's investments.
  • Nominating and Corporate Governance Committee: Chaired by Jeffrey K. Harrow, this committee recommends directors and reviews corporate governance practices.
  • Compensation Committee: Chaired by Brian R. Ford, this committee determines the compensation (if any) for the CEO and other executives.
• Compliance and Ethics: The company has adopted a "Code of Business Conduct and Ethics" and an "Insider Trading Policy." Adherence to these policies is mandatory for officers and directors, helping to maintain trust and compliance with securities laws.

💼 Executive and Board Leadership Profiles 👥

The Board and key executives are presented here, detailing their experience and why the Board believes their expertise is valuable to the Company.

• Michael C. Forman (Chairman & CEO): Mr. Forman has extensive experience in corporate and securities law. He has been leading Future Standard since 2007 and has served in leadership roles at multiple investment funds sponsored by Future Standard.
• Danielle Pietrzak (President & CIO): Mr. Pietrzak has deep experience in private credit investing, previously serving as the Co-President of FSKR and holding roles at major financial institutions like Deutsche Bank.
• James F. Volk (Chief Compliance Officer): Mr. Volk has held multiple roles as Chief Compliance Officer since 2015. He is responsible for overseeing all compliance and regulatory issues, which is vital for a regulated BDC.
• Steven Lilly (Chief Financial Officer): Mr. Lilly has a robust background in the BDC space. He previously led corporate M&A and strategic processes, having overseen listings on both the Nasdaq and NYSE.
• Zach Chalfant (Treasurer): Mr. Chalfant has served in treasurer roles for the company and its funds since 2020. He has experience with JPMorgan Chase and City of London Investment Management.
• Key Director Experience: The Board highlights the experience of its directors, such as Barbara Adams's background as General Counsel for the Commonwealth of Pennsylvania, and Richard I. Goldstein's experience in energy and communications infrastructure.

🔒 Ownership and Beneficial Holdings 📊

This section details who owns shares, as of March 31, 2026. Understanding ownership concentration and governance reporting is crucial for assessing control.

• Total Outstanding Shares: As of March 31, 2026, there were 280,066,433 Shares issued and outstanding.
• Top Shareholders: Michael C. Forman owns 173,117 Shares (with a total block of 130,039 Shares held by The 2011 Forman Investment Trust), making him the largest individual holder listed.
• Board Group Ownership: All directors and officers as a group own 522,718 Shares, which represents a very small percentage of the total outstanding shares.
• SEC Filing Note: The Company noted that Barbara Adams failed to timely file a Form 4 in August 2025 for the fiscal year ended December 31, 2025.

💡 Information for Stockholders 👋

For readers who need to follow up or get more details, the company has provided clear contact and resource points.

• Questions: For general inquiries, interested parties can send communications to: c/o FS KKR Capital Corp., 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania 19104.
• Annual Reports: FS KKR Capital Corp. will furnish free copies of its most recent annual and quarterly reports upon request to Investor Relations at 3025 JFK Boulevard, OFC 500, Philadelphia, PA 19104.
• Proxy Materials: The proxy statement and proxy card are available online at www.proxyvote.com.

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🧠 The Analogy 🧩

Voting on this proxy is like being a homeowner's association (HOA) member deciding on the future of a large neighborhood complex. 🏡 The Board is asking for votes on several major issues: "Can we borrow money by selling units at a discount (below cost)?", "Who should sit on the governing committee?", and "What are the rules of conduct for all future residents and board members?". Your vote makes sure that the elected group (the Board) and the adopted rules (the governance) are in your best interest.

🧩 Final Takeaway 💡

This preliminary proxy statement is primarily a governance document, not a financial report. It requires shareholders to vote on key corporate powers, notably the ability to sell shares below net asset value, signaling the company's focus on maintaining capital flexibility for future growth and transactions.