OFS Capital (OFS) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 10, 2026, to vote on authorizing the company to issue shares below net asset value (NAV) within the next 12 months, subject to a 25% cap of outstanding shares per sale.

• The Board, including independent directors, unanimously recommends voting in favor of the proposal.

• The company seeks flexibility to raise capital quickly in volatile markets to pursue investment opportunities and maintain compliance with regulatory leverage requirements.

• No immediate plans exist to issue shares below NAV, but prior similar authorizations were approved in previous years without any such sales occurring.

Voting matters and shareholder proposals

• Stockholders are asked to approve the issuance of common stock below NAV, with a cumulative limit of 25% of outstanding shares per sale.

• Approval requires a majority of outstanding shares and a majority of non-affiliated shares.

• Abstentions count as votes against the proposal.

• No other substantive proposals are on the agenda.

Board of directors and corporate governance

• The Board consists of both independent and interested directors, with independent directors playing a key role in approving any below-NAV issuance.

• The Board is responsible for monitoring conflicts of interest, especially regarding management fees and investment allocations.

• The Board periodically reviews the performance and fees of the investment advisor.