Form 8-K
8-K — FS KKR Capital Corp
Accession: 0001104659-26-069184
Filed: 2026-06-02
Period: 2026-06-02
CIK: 0001422183
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2616590d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2616590d1_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 2, 2026
FS KKR Capital Corp.
(Exact name of Registrant as specified in its
charter)
Maryland
814-00757
26-1630040
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
3025 JFK Boulevard, OFC 500
Philadelphia, Pennsylvania
19104
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (215) 495-1150
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock
FSK
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On June 2, 2026, FS KKR Capital Corp. issued a press release, a copy
of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 and the information
set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the U.S. Securities and
Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER
DESCRIPTION
99.1
Press Release, dated June 2, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
FS KKR Capital Corp.
Date: June 2, 2026
By
/s/ Stephen Sypherd
Stephen Sypherd
General Counsel and Secretary
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2616590d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
FOR IMMEDIATE RELEASE
FSK Prices Public Offering of $900,000,000 7.500%
Unsecured Notes Due 2031
PHILADELPHIA, PA and NEW YORK, NY –
June 2, 2026 – FS KKR Capital Corp. (NYSE: FSK) announced that it has priced an underwritten public offering of
$900,000,000 in aggregate principal amount of its 7.500% unsecured notes due 2031 (the “Notes”). The Notes will mature
on August 1, 2031 and may be redeemed in whole or in part at FSK’s option at any time at par plus a
“make-whole” premium, provided that the Notes may be redeemed at par three months prior to their maturity. The offering
is expected to close on June 8, 2026, subject to customary closing conditions.
BofA Securities, Inc., BMO Capital
Markets Corp., J.P. Morgan Securities LLC, KKR Capital Markets LLC, RBC Capital Markets, LLC and SMBC Nikko Securities
America, Inc. are acting as joint book-running managers for this offering. HSBC Securities (USA) Inc., ING Financial
Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc.,
Barclays Capital Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, SG Americas Securities, LLC, UBS Securities LLC and Standard Chartered
Bank are acting as joint lead managers for this offering. ICBC Standard Bank Plc, Keefe, Bruyette & Woods, Inc., Lucid
Capital Markets, LLC, R. Seelaus & Co., LLC and U.S. Bancorp Investments, Inc. are acting as co-managers for
this offering.
FSK intends to use the net proceeds of this offering
for general corporate purposes, including potentially repaying outstanding indebtedness under credit facilities and certain notes.
Other Information
Investors are advised to carefully consider
the investment objectives, risks, charges and expenses of FSK before investing. The pricing term sheet dated June 1, 2026, the preliminary
prospectus supplement dated June 1, 2026, and the accompanying prospectus dated September 19, 2024, each of which has been filed
with the U.S. Securities and Exchange Commission (the “SEC”), contain this and other information about FSK and should be read
carefully before investing.
The information in the pricing term sheet,
the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing
term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities
of FSK and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.
FSK’s shelf registration statement is
on file and was deemed immediately effective upon filing with the SEC. Before you invest, you should read the prospectus in that registration
statement, the preliminary prospectus supplement and other documents FSK has filed with the SEC for more complete information about FSK
and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, FSK, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus
if you request it, by calling BofA Securities, Inc. at 1-800-294-1322; BMO Capital Markets Corp. at 1-866-864-7760; J.P. Morgan Securities
LLC at 1-212-834-4533; KKR Capital Markets LLC at 1-212-230-9433; RBC Capital Markets, LLC at 1-877-822-4089; or SMBC Nikko Securities
America, Inc. at 1-888-868-6856.
About FS KKR Capital Corp.
FSK is a
leading publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S.
companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, subordinated loans and certain asset-based
financing loans of private U.S. companies. FSK is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership
between Future Standard and KKR Credit that serves as the investment adviser to FSK and other business development companies.
Future Standard is a global alternative asset
manager serving institutional and private wealth clients, investing across private equity, credit and real estate. With a 30+ year track
record of value creation and over $94 billion in assets under management, we back the business owners and financial sponsors that drive
growth and innovation across the middle market, transforming untapped potential into durable value.(1)
KKR is a leading global investment firm that offers
alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies
and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage
hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic
Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.
Forward-Looking Statements and Important Disclosure
Notice
This announcement may contain certain forward-looking
statements, including statements with regard to future events or future performance or operations of FSK. Words such as “believes,”
“expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements include those words. These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions, some of which are beyond FSK’s control and difficult to predict. Certain
factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause
actual results to differ materially include changes in the economy, risks associated with possible disruption in FSK’s operations
or the economy generally due to terrorism, geo-political risks, natural disasters or pandemics, future changes in laws or regulations
and conditions in FSK’s operating area and the price at which shares of FSK’s common stock trade on the New York Stock Exchange.
Some of these factors are enumerated in the filings FSK makes with the SEC, including those factors set forth in “Item 1A. Risk
Factors” in FSK’s Annual Report on Form 10-K. Except as required by the federal securities laws, FSK undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The press release above contains summaries of
certain financial and statistical information about FSK. The information contained in this press release is summary information that is
intended to be considered in the context of FSK’s SEC filings and other public announcements that FSK may make, by press release
or otherwise, from time to time. FSK undertakes no duty or obligation to update or revise the information contained in this press release.
In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results,
the achievement of which cannot be assured. Investors should not view the past performance of FSK, or information about the market, as
indicative of FSK’s future results.
1) Total AUM estimated as of March 31, 2026. References to “assets under management” or “AUM” represent
the assets managed by Future Standard or its strategic partners as to which Future Standard is entitled to receive a fee or carried interest
(either currently or upon deployment of capital) and general partner capital. Future Standard calculates the amount of AUM as of any date
as the sum of: (i) the fair value of the investments of Future Standard's investment funds; (ii) uncalled investor capital commitments
to these funds, including uncalled investor capital commitments from which Future Standard is currently not earning management fees or
carried interest; (iii) the value of outstanding CLOs; (iv) the fair value of FS KKR Capital Corp. joint venture (JV) assets
and (v) the fair value of other assets managed by Future Standard. Future Standard's calculation of AUM may differ from the calculations
of other asset managers and, as a result, Future Standard's measurements of its AUM may not be comparable to similar measures presented
by other asset managers. Future Standard's definition of AUM is not based on any definition of AUM that may be set forth in agreements
governing the investment funds, vehicles or accounts that it manages and is not calculated pursuant to any regulatory definitions.
Contact Information:
Investor Relations Contact
Caitlin Welch
Caitlin.Welch@futurestandard.com
Future Standard Media Team
Marc Hazelton
Marc.Hazelton@futurestandard.com
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