📜 What This Document Is 📄

This document is a Pricing Supplement, specifically filed as a Form 424B2. Think of it as the detailed 'terms and conditions' sheet for selling a batch of debt. Instead of being a general prospectus, this supplement provides the exact, binding prices and mechanics for the notes that Prospect Capital Corporation (PCC) is issuing on April 20, 2026.

👉 Why it matters: This filing tells potential investors exactly how much money they will pay, what interest rate they will receive, and when the principal repayment is scheduled for the three different tranches of debt.

🏢 What The Company Does 💰

Prospect Capital Corporation is a financial services company specializing in lending to and investing in middle-market, privately-held companies. It is structured as an externally-managed, non-diversified closed-end management investment company.

Core Function: PCC's primary business is managing investments in private companies that are considered "middle market" size.
Structure: The management of these investments is handled by Prospect Capital Management L.P., while the administrative tasks are handled by Prospect Administration LLC.
Current Status: The company provides investment financing and management services to its portfolio companies.

💸 Details of the Notes Being Issued 🗓️

The heart of this document is the details of the notes being sold. PCC is issuing three distinct tranches of debt (or notes), each with its own maturity date, coupon rate, and principal amount.

The Notes: The company is offering three types of unsecured senior obligations: the 2029 Notes, the 2031 Notes, and the 2033 Notes.
Total Principal: The filing details specific amounts for each tranche, but it does not provide a single aggregate total, listing them individually:
- 2029 Notes: Principal amount of $4,928,000.00 (CUSIP: 74348GZT0).
- 2031 Notes: Principal amount of $115,000.00 (CUSIP: 74348GZU7).
- 2033 Notes: Principal amount of $104,000.00 (CUSIP: 74348GZV5).
Common Features: All three tranches are "Unsecured Notes," meaning they are not secured by specific company assets. They all share the same optional redemption date of October 15, 2026.

📊 Interest Rates and Returns 📈

Each note tranche has unique financial terms, including the interest rate and when the payments are made.

2029 Notes (7.000%):
- Maturity: Due on April 15, 2029.
- Interest Rate: 7.000% (Fixed coupon).
- Coupon Frequency: Paid semi-annually.
- First Coupon Amount: $33.44 (paid on October 15, 2026).
2031 Notes (7.250%):
- Maturity: Due on April 15, 2031.
- Interest Rate: 7.250% (Fixed coupon).
- Coupon Frequency: Paid semi-annually.
- First Coupon Amount: $34.64 (paid on October 15, 2026).
2033 Notes (7.500%):
- Maturity: Due on April 15, 2033.
- Interest Rate: 7.500% (Fixed coupon).
- Coupon Frequency: Paid semi-annually.
- First Coupon Amount: $35.83 (paid on October 15, 2026).

👉 Why it matters: The Notes are structured to offer progressively higher rates (7.000% to 7.500%) as they mature further into the future, offering investors a clear yield curve.

💰 Financial Mechanics and Pricing 💲

This section details the money moving in the transaction. Investors purchase the notes, and the company receives net proceeds after certain fees are accounted for.

Selling Price: Investors will purchase the notes at a specified selling price (e.g., 2029 Notes selling at $4,872,560.00).
Gross Concession: The company gives up a portion of the gross price as a discount (concession).
Net Proceeds: The actual money the company receives after the concession is $4,872,560.00 (for the 2029 Notes).

👉 Why it matters: The difference between the gross price and the net proceeds is the concession, which is essentially the transaction cost for PCC, reducing the total capital they raise.

🔄 Redemption and Payments 🚨

The notes have structured redemption rules that outline when PCC can buy them back.

Redemption Window: The notes can be redeemed at 100.000% (par value) on or after the Optional Redemption Date of October 15, 2026.
Notice Period: PCC must provide notice to the noteholder no less than 5 days and no more than 60 days prior to the redemption date.
Interest Accrual: Interest begins to accrue on Thursday, April 23, 2026.
Payment Schedule: Interest payments will occur semi-annually on April 15 and October 15.

🏛️ Legal and Regulatory Structure ⚖️

The sale and existence of the notes are underpinned by complex legal agreements and filings.

Governing Indenture: The notes are issued under an Indenture dated February 16, 2012, which has been updated through several supplemental agreements.
Key Legal Opinion: Both Maryland and New York counsels provided opinions, confirming that the Note Certificates constitute "valid and binding obligations" of PCC. This assures investors that the company is legally obligated to pay interest and principal.
Securities Filing: PCC filed this offering under Rule 424(b)(2) of the Securities Act, referencing a Registration Statement No. 333-293349.

🧾 Investment Risks and Considerations ⚠️

Like all financial documents, this filing contains extensive warnings about the risks involved in purchasing the notes.

General Caution: Investors are warned that their investment involves "certain risks" and that PCC’s financial condition or results of operations could be materially and adversely affected if any described event occurs.
Reliance on Filings: Investors must read the "Risk Factors" section of the accompanying prospectus, as the information provided here is only a supplement.
No Guarantees: PCC explicitly states that its obligations are not guaranteed by the full faith and credit of the United States of America.

💰 Use of Proceeds 📈

PCC specifies how the capital raised from this offering will be used.

Initial Use: PCC expects to use the net proceeds initially to maintain balance sheet liquidity.
Debt Management: This includes repaying debt under its credit facility or redeeming outstanding PCC InterNotes® and other debt.
Future Strategy: Thereafter, the funds will be used for "long-term investments in accordance with our investment objective."
Credit Facility Status: As of February 6, 2026, PCC had approximately $743.1 million in outstanding borrowings under its credit facility.

🗺️ Operational Details and Administration 🏦

This covers the mechanical aspects of the notes—how they are tracked and paid.

Global Note System: All notes are issued in a "book-entry only" form, meaning they are not physical certificates. They are held through The Depository Trust Company (DTC) and registered in the name of Cede & Co.
Payment Flow: All principal and interest payments will be made in same-day funds directly to Cede & Co., and the subsequent disbursement to the beneficial owner is the responsibility of the direct or indirect participant.
Minimum Denomination: Notes will be issued and sold in denominations of $1,000 and multiples of $1,000.

🏛️ Tax Consequences for U.S. Noteholders 🇺🇸

This section provides complex guidance on how U.S. federal income tax rules apply to investors.

Ordinary Income: A U.S. noteholder generally must recognize stated interest as ordinary income when it is paid or accrued.
Original Issue Discount (OID): If the notes are sold below their stated maturity value, they may be issued with OID. This means the income inclusion increases over time using a constant yield-to-maturity method, requiring the holder to include increasingly greater amounts of OID in gross income.
Short-Term Notes: If a note has a maturity of one year or less, it is treated as an OID debt security.
Variable Rate Notes: For floating rate notes (like those based on SOFR), the rules are complex, requiring OID to be calculated based on the note's assumed yield to maturity.

🌍 Tax Consequences for Non-U.S. Noteholders 🌎

For international investors, specific exemption criteria determine how the income is taxed.

Tax Exemption: A non-U.S. noteholder is generally exempt from U.S. federal income or withholding tax if the income is not "effectively connected" with a U.S. trade or business and if the non-U.S. noteholder meets several criteria (e.g., not owning 10% or more of PCC's voting power).
Withholding Risk: If the non-U.S. noteholder does not qualify for an exemption, interest income and OID could be subject to a withholding tax of 30% (or a lower rate dictated by a treaty).
Compliance: Non-U.S. investors must provide specific IRS forms (like Form W-8BEN) to claim treaty benefits and avoid taxes.

📚 Investment Contacts and Filing Info 📞

If investors or analysts need more information, PCC has provided clear contact details.

Corporate Headquarters: 10 East 40th Street, New York, NY 10016.
Phone: (212) 448-0702.
Website: www.prospectstreet.com.
SEC Information: The SEC maintains its website at www.sec.gov.

🧠 The Analogy 🏡

Imagine buying a mortgage-backed security (MBS) that consists of three different loans, each with a different maturity date (2029, 2031, 2033). This filing is like the detailed contract you get when you buy those three pieces. It doesn't just say "you get interest"; it specifies: "This piece of debt (2029) pays you 7.000% per year, paid out in semi-annual checks, and the entire principal is due exactly on this date, and we reserve the right to buy it back early." The Pricing Supplement is the rulebook that dictates when you get paid, how much you get paid, and what happens if the company wants to pay you back early.

🧩 Final Takeaway 💡

This is a highly technical debt offering, detailing the issuance of three distinct, fixed-rate notes maturing between 2029 and 2033. While the notes offer attractive, increasing fixed yields, investors must carefully consider the complex tax implications and the company's right to redeem the notes early.

PSEC-PA Details Three Unsecured Debt Notes in Pricing Supplement