Prospect Capital (PSEC) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 9, 2026, to consider renewing authorization to sell common stock below net asset value (NAV) for the next 12 months, subject to a 25% cap per sale date.

• The Board and management recommend voting in favor, citing flexibility to raise capital in volatile markets and maintain regulatory asset coverage ratios.

• The proposal is intended to provide access to capital for investment opportunities and to support balance sheet health.

• Stockholders have historically approved similar proposals in prior years.

Voting matters and shareholder proposals

• Only one proposal is on the agenda: to renew authorization for sales of common stock below NAV, with Board approval and a 25% cap per sale date.

• Approval requires either a majority of outstanding shares (with additional conditions) or a majority of beneficial holders.

• Abstentions count as votes against the proposal.

• No other business or director elections will be conducted at this special meeting.

Board of directors and corporate governance

• The Board is composed of interested and independent directors, with independent directors required to approve any below-NAV sale if certain voting thresholds are not met.

• The Board will consider the dilutive effects and market conditions before authorizing any below-NAV issuance.