What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-05-09 compared with 2022-02-08 · 84 added, 104 removed, 186 unchanged (50% of the section changed)

20 unchanged sentences

Fourth quarter 9.81 9.22 7.62 (6.0) % (22.3) %

Twelve Months Ending June 30, 2022

Nine Months Ending March 31, 2022

First quarter $ 10.12 $ 8.46 $ 7.69 (16.4) % (24.0) %

Second quarter 10.60 9.00 7.83 (15.1) % (26.1) %

Third quarter 10.81 8.89 7.86 (17.8) % (27.3) %

(1) Net asset value per common share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per common share on the date of the high or low sales price.

14 unchanged sentences

The settlement dates are two business days later than the sale dates.

On March 14, 2022, we filed a notice of meeting and definitive proxy statement in connection with a special meeting of our stockholders that is scheduled to be held on June 10, 2022 for the purpose of asking our stockholders to vote on a proposal to authorize us, with approval of our Board of Directors, to sell shares of our common stock (during the next 12 months) at a price or prices below our then current net asset value per share in one or more offerings subject to certain conditions.

FEES AND EXPENSES

1 unchanged sentence

We caution you that some of the percentages indicated in the table below are estimates and may vary.

These tables are based on our assets and common stock outstanding as of December 31, 2021, except that we assume that we have issued $1.25 billion in 5.50% Preferred Stock paying dividends of 5.50% per annum, in addition to our $0.15 billion of 5.35% Preferred Stock paying dividends of 5.35% per annum, and that we have borrowed $1.3 billion under our credit facility, which is the maximum amount available under the credit facility with the current levels of other debt, in addition to our other indebtedness of $1.9 billion.

These tables are based on our assets and common stock outstanding as of March 31, 2022, except that we assume that we have issued $1.3 billion in 5.50% Preferred Stock paying dividends of 5.50% per annum, in addition to our $0.15 billion of 5.35% Preferred Stock paying dividends of 5.35% per annum, and that we have borrowed $1.5 billion under our credit facility, which is the maximum amount available under the credit facility with the current levels of other debt, in addition to our other indebtedness of $1.9 billion.

Except where the context suggests otherwise, any reference to fees or expenses paid by “you” or “us” or that “we” will pay fees or expenses, the Company will pay such fees and expenses out of our net assets and, consequently, you will indirectly bear such fees or expenses as an investor in the Company’s common stock.

1 unchanged sentence

Stockholder transaction expenses:

A1 Shares M Shares AA Shares

A1 Shares M1 and M2 Shares AA1 Shares and MM1 Shares

Sales Load (as a percentage of offering price) 10.00% (1) 3.00% (2) 5.00% (3)

15 unchanged sentences

1 Year 3 Years 5 Years 10 Years

A Shares and AA Shares - You would pay the following expenses on a $1,000 investment in shares of our common stock, assuming a 5% annual return on our portfolio* $ 130 $ 306 $ 465 $ 802

A Shares and AA Shares - You would pay the following expenses on a $1,000 investment in shares of our common stock, assuming a 5% annual return on our portfolio** $ 139 $ 330 $ 500 $ 844

A Shares, AA Shares, and AA1 Shares - You would pay the following expenses on a $1,000 investment in shares of our common stock, assuming a 5% annual return on our portfolio* $ 128 $ 306 $ 467 $ 806

A Shares, AA Shares, and AA1 Shares - You would pay the following expenses on a $1,000 investment in shares of our common stock, assuming a 5% annual return on our portfolio** $ 137 $ 331 $ 502 $ 848

* Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation on our portfolio.

12 unchanged sentences

(2) Includes a dealer manager fee equal to 3.0% of the Stated Value paid by the Company.

(3) Includes a 10% selling concession on the Stated Value paid by the Company.

We may, through the Holder Optional Conversion Fee, recoup a portion of the Sales Load if stockholders exercise a Holder Optional Conversion of their Preferred Stock prior to the 5-year anniversary of the original issue date.

The Holder Optional Conversion Fee is 9.50% of the maximum public offering price disclosed herein prior to the first anniversary of the issuance of such Preferred Stock, 8.50% of the maximum public offering price disclosed herein on or after the first anniversary but prior to the second anniversary, 7.50% of the maximum public offering price disclosed herein on or after the second anniversary but prior to the third anniversary, 6.50% of the maximum public offering price disclosed herein on or after the third anniversary but prior to the fifth anniversary and 0.00% on or after the fifth anniversary.

(3) Includes up to a 4.875% selling commission on the $25.00 per share (the “Stated Value”) paid by the Company and a dealer manager fee equal to 0.125% of the Stated Value paid by the Company.

For the AA1 Shares we may, through the Holder Optional Conversion Fee, recoup a portion of the Sales Load if stockholders exercise a Holder Optional Conversion (as defined in the prospectus supplement relating to the applicable offering) of their Preferred Stock prior to the 5-year anniversary of the original issue date.

The Holder Optional Conversion Fee is 9.00% of the maximum public offering price disclosed herein prior to the first anniversary of the issuance of such Preferred Stock, 8.00% of the maximum public offering price disclosed herein on or after the first anniversary but prior to the second anniversary, 7.00% of the maximum public offering price disclosed herein on or after the second anniversary but prior to the third anniversary, 6.00% of the maximum public offering price disclosed herein on or after the third anniversary but prior to the fourth anniversary, 5.00% of the maximum public offering price disclosed herein on or after the fourth anniversary but prior to the fifth anniversary and 0.00% on or after the fifth anniversary.

(4) The selling commission and dealer manager fee, when combined with organization and offering expenses (including due diligence expenses and fees for establishing servicing arrangements for new stockholder accounts), are not expected to exceed 11.5% of the gross offering proceeds.

1 unchanged sentence

In no event will the combined selling commission, dealer manager fee and offering expenses exceed FINRA’s limit on underwriting and other offering expenses.

(5) The selling concession, when combined with organization and offering expenses (including due diligence expenses), are not expected to exceed 10.5% of the gross offering proceeds.

(5) The selling commission and dealer manager fee, when combined with organization and offering expenses (including due diligence expenses), are not expected to exceed 6.0% of the gross offering proceeds.

Our Board of Directors may, in its discretion, authorize the Company to incur underwriting and other offering expenses in excess of 6.0% of the gross offering proceeds.

In no event will the combined selling concession and offering expenses exceed FINRA’s limit on underwriting and other offering expenses.

In no event will the combined selling commission, dealer manager fee and offering expenses exceed FINRA’s limit on underwriting and other offering expenses.

(6) The expenses of the Preferred DRIP are included in “other expenses.” See “Capitalization” in the applicable prospectus supplement.

2 unchanged sentences

Although no plans are in place to borrow the full amount under our line of credit, assuming that we borrowed $1.5 billion, the 2% management fee of gross assets equals approximately 4.34% of net assets.

(8) Based on our net investment income and realized capital gains, less realized and unrealized capital losses, earned on our portfolio for the year ended December 31, 2021, all of which consisted of an income incentive fee.

(8) Based on our net investment income and realized capital gains, less realized and unrealized capital losses, earned on our portfolio for the year ended March 31, 2022, all of which consisted of an income incentive fee.

This historical amount has been adjusted to reflect the issuance of 50,000,000 shares of Preferred Stock.

1 unchanged sentence

For a more detailed discussion of the calculation of the two-part incentive fee, see “Management Services-Investment Advisory Agreement” in the applicable prospectus.

(9) As of December 31, 2021, we had $1.9 billion outstanding of Unsecured Notes (as defined below) in various maturities, ranging from July 15, 2022 to December 15, 2051, and interest rates, ranging from 1.50% to 6.75%, some of which are convertible into shares of the Company’s common stock at various conversion rates.

(9) As of March 31, 2022, we had $1.9 billion outstanding of Unsecured Notes (as defined below) in various maturities, ranging from July 15, 2022 to March 15, 2052, and interest rates, ranging from 1.50% to 6.625%, some of which are convertible into shares of the Company’s common stock at various conversion rates.

(10) “Other expenses” are based on estimated amounts for the current fiscal year.

The amount shown above represents annualized expenses during our year ended December 31, 2021 representing all of our estimated recurring operating expenses (except fees and expenses reported in other items of this table) that are deducted from our operating income and reflected as expenses in our Statement of Operations.

The amount shown above represents annualized expenses during our year ended March 31, 2022 representing all of our estimated recurring operating expenses (except fees and expenses reported in other items of this table) that are deducted from our operating income and reflected as expenses in our Statement of Operations.

The estimate of our overhead expenses, including payments under an administration agreement with Prospect Administration, or the Administration Agreement is based on our projected allocable portion of overhead and other expenses incurred by Prospect Administration in performing its obligations under the Administration Agreement.

See “Business-Management Services-Administration Agreement” in the applicable prospectus.

(11) If all 50,000,000 shares of Preferred Stock were converted into common stock and assuming all the Series A and Series AA Shares of Preferred Stock pay a Holder Optional Conversion Fee of 9.00% and 9.50%, respectively, of the maximum public offering price disclosed within the applicable prospectus supplement and are converted at a conversion rate based on the 5-day VWAP of our common stock on December 31, 2021, which was $8.46, then management fees would be 3.31%, incentive fees payable under our Investment Advisory Agreement would be 1.49%, total advisory fees would be 4.80%, total interest expenses would be 2.33%, other expenses would be 0.56%, and total annual expenses would be 7.69% of net assets attributable to our common stock.

(11) If all 50,000,000 shares of Preferred Stock were converted into common stock and assuming all the Series A1 and Series AA1 Preferred Stock pay a Holder Optional Conversion Fee of 9.00% of the maximum public offering price disclosed within the applicable prospectus supplement and are converted at a conversion rate based on the 5-day VWAP of our common stock on March 31, 2022, which was $8.24, then management fees would be 3.34%, incentive fees payable under our Investment Advisory Agreement would be 1.46%, total advisory fees would be 4.80%, total interest expenses would be 2.45%, other expenses would be 0.58%, and total annual expenses would be 7.83% of net assets attributable to our common stock.

The actual 5-day VWAP of our common stock on a conversion date may be more or less than $8.24, which may result in fees that are higher or lower than those described herein.

These figures are based on the same assumptions described in the other notes to this fee table.

(12) Based on the 5.50% per annum dividend rate applicable to the A1 Shares, M Shares, AA Shares, and A2 Shares.

(12) Based on the 5.50% per annum dividend rate applicable to the A1 Shares, M1 Shares, M2 Shares, AA1 Shares, MM1 Shares, and A2 Shares.

Also based on the 5.35% per annum dividend rate applicable to the A Shares.

12 unchanged sentences

3.9 Certificate of Correction to the Articles Supplementary of Prospect Capital Corporation(21)

4.1 One Thousand Forty-Seventh Supplemental Indenture dated as of October 7, 2021, to the U.S.

Bank Indenture, and Form of 2.250% Prospect Capital InterNote® due 2026(7)

4.2 One Thousand Forty-Eighth Supplemental Indenture dated as of October 7, 2021, to the U.S.

Bank Indenture, and Form of 2.750% Prospect Capital InterNote® due 2028(7)

4.3 One Thousand Forty-Ninth Supplemental Indenture dated as of October 7, 2021, to the U.S.

Bank Indenture, and Form of 3.150% Prospect Capital InterNote® due 2031(7)

4.4 One Thousand Fiftieth Supplemental Indenture dated as of October 7, 2021, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2036(7)

4.5 One Thousand Fifty-First Supplemental Indenture dated as of October 7, 2021, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(7)

4.6 One Thousand Fifty-Second Supplemental Indenture dated as of October 15, 2021, to the U.S.

Bank Indenture, and Form of 2.250% Prospect Capital InterNote® due 2026(8)

4.7 One Thousand Fifty-Third Supplemental Indenture dated as of October 15, 2021, to the U.S.

Bank Indenture, and Form of 2.750% Prospect Capital InterNote® due 2028(8)

4.8 One Thousand Fifty-Fourth Supplemental Indenture dated as of October 15, 2021, to the U.S.

Bank Indenture, and Form of 3.150% Prospect Capital InterNote® due 2031(8)

4.9 One Thousand Fifty-Fifth Supplemental Indenture dated as of October 15, 2021, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2036(8)

4.10 One Thousand Fifty-Sixth Supplemental Indenture dated as of October 15, 2021, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(8)

4.11 One Thousand Fifty-Seventh Supplemental Indenture dated as of October 21, 2021, to the U.S.

Bank Indenture, and Form of 2.250% Prospect Capital InterNote® due 2026(9)

4.12 One Thousand Fifty-Eighth Supplemental Indenture dated as of October 21, 2021, to the U.S.

Bank Indenture, and Form of 2.750% Prospect Capital InterNote® due 2028(9)

4.13 One Thousand Fifty-Ninth Supplemental Indenture dated as of October 21, 2021, to the U.S.

Bank Indenture, and Form of 3.150% Prospect Capital InterNote® due 2031(9)

4.14 One Thousand Sixtieth Supplemental Indenture dated as of October 21, 2021, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2036(9)

4.15 One Thousand Sixty-First Supplemental Indenture dated as of October 21, 2021, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(9)

4.16 One Thousand Sixty-Second Supplemental Indenture dated as of October 28, 2021, to the U.S.

3.10 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation(23)

4.1 One Thousand One Hundred Seventh Supplemental Indenture dated as of January 6, 2022, to the U.S.

Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2027(7)

4.17 One Thousand Sixty-Third Supplemental Indenture dated as of October 28, 2021, to the U.S.

4.2 One Thousand One Hundred Eighth Supplemental Indenture dated as of January 6, 2022, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2029(7)

4.18 One Thousand Sixty-Fourth Supplemental Indenture dated as of October 28, 2021, to the U.S.

4.3 One Thousand One Hundred Ninth Supplemental Indenture dated as of January 6, 2022, to the U.S.

Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2032(7)

4.19 One Thousand Sixty-Fifth Supplemental Indenture dated as of October 28, 2021, to the U.S.

4.4 One Thousand One Hundred Tenth Supplemental Indenture dated as of January 6, 2022, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2037(7)

4.20 One Thousand Sixty-Sixth Supplemental Indenture dated as of October 28, 2021, to the U.S.

4.5 One Thousand One Hundred Eleventh Supplemental Indenture dated as of January 6, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2052(7)

4.21 One Thousand Sixty-Seventh Supplemental Indenture dated as of November 4, 2021, to the U.S.

4.6 One Thousand One Hundred Twelfth Supplemental Indenture dated as of January 13, 2022, to the U.S.

Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2027(8)

4.22 One Thousand Sixty-Eighth Supplemental Indenture dated as of November 4, 2021, to the U.S.

4.7 One Thousand One Hundred Thirteenth Supplemental Indenture dated as of January 13, 2022, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2029(8)

4.23 One Thousand Sixty-Ninth Supplemental Indenture dated as of November 4, 2021, to the U.S.

4.8 One Thousand One Hundred Fourteenth Supplemental Indenture dated as of January 13, 2022, to the U.S.

Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2032(8)

4.24 One Thousand Seventieth Supplemental Indenture dated as of November 4, 2021, to the U.S.

4.9 One Thousand One Hundred Fifteenth Supplemental Indenture dated as of January 13, 2022, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2037(8)

4.25 One Thousand Seventy-First Supplemental Indenture dated as of November 4, 2021, to the U.S.

4.10 One Thousand One Hundred Sixteenth Supplemental Indenture dated as of January 13, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2052(8)

4.26 One Thousand Seventy-Second Supplemental Indenture dated as of November 18, 2021, to the U.S.

4.11 One Thousand One Hundred Seventeenth Supplemental Indenture dated as of January 21, 2022, to the U.S.

Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2027(9)

4.27 One Thousand Seventy-Third Supplemental Indenture dated as of November 18, 2021, to the U.S.

4.12 One Thousand One Hundred Eighteenth Supplemental Indenture dated as of January 21, 2022, to the U.S.

Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2029(9)

4.28 One Thousand Seventy-Fourth Supplemental Indenture dated as of November 18, 2021, to the U.S.

4.13 One Thousand One Hundred Nineteenth Supplemental Indenture dated as of January 21, 2022, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2032(9)

4.29 One Thousand Seventy-Fifth Supplemental Indenture dated as of November 18, 2021, to the U.S.

4.14 One Thousand One Hundred Twentieth Supplemental Indenture dated as of January 21, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2037(9)

4.30 One Thousand Seventy-Sixth Supplemental Indenture dated as of November 18, 2021, to the U.S.

4.15 One Thousand One Hundred Twenty-First Supplemental Indenture dated as of January 21, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2052(9)

4.31 One Thousand Seventy-Seventh Supplemental Indenture dated as of November 26, 2021, to the U.S.

4.16 One Thousand One Hundred Twenty-Second Supplemental Indenture dated as of January 27, 2022, to the U.S.

Bank Indenture, and Form of 3.625% Prospect Capital InterNote® due 2027(10)

4.32 One Thousand Seventy-Eighth Supplemental Indenture dated as of November 26, 2021, to the U.S.

4.17 One Thousand One Hundred Twenty-Third Supplemental Indenture dated as of January 27, 2022, to the U.S.

Bank Indenture, and Form of 3.875% Prospect Capital InterNote® due 2029(10)

4.33 One Thousand Seventy-Ninth Supplemental Indenture dated as of November 26, 2021, to the U.S.

4.18 One Thousand One Hundred Twenty-Fourth Supplemental Indenture dated as of January 27, 2022, to the U.S.

Bank Indenture, and Form of 4.125% Prospect Capital InterNote® due 2032(10)

4.34 One Thousand Eightieth Supplemental Indenture dated as of November 26, 2021, to the U.S.

4.19 One Thousand One Hundred Twenty-Fifth Supplemental Indenture dated as of January 27, 2022, to the U.S.

Bank Indenture, and Form of 4.375% Prospect Capital InterNote® due 2037(10)

4.35 One Thousand Eighty-First Supplemental Indenture dated as of November 26, 2021, to the U.S.

4.20 One Thousand One Hundred Twenty-Sixth Supplemental Indenture dated as of January 27, 2022, to the U.S.

Bank Indenture, and Form of 4.625% Prospect Capital InterNote® due 2052(10)

4.36 One Thousand Eighty-Second Supplemental Indenture dated as of December 2, 2021, to the U.S.

4.21 One Thousand One Hundred Twenty-Seventh Supplemental Indenture dated as of February 3, 2022, to the U.S.

Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2027(11)

4.37 One Thousand Eighty-Third Supplemental Indenture dated as of December 2, 2021, to the U.S.

4.22 One Thousand One Hundred Twenty-Eighth Supplemental Indenture dated as of February 3, 2022, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2029(11)

4.38 One Thousand Eighty-Fourth Supplemental Indenture dated as of December 2, 2021, to the U.S.

4.23 One Thousand One Hundred Twenty-Ninth Supplemental Indenture dated as of February 3, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2032(11)

4.39 One Thousand Eighty-Fifth Supplemental Indenture dated as of December 2, 2021, to the U.S.

4.24 One Thousand One Hundred Thirtieth Supplemental Indenture dated as of February 3, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2037(11)

4.4 One Thousand Eighty-Sixth Supplemental Indenture dated as of December 2, 2021, to the U.S.

4.25 One Thousand One Hundred Thirty-First Supplemental Indenture dated as of February 10, 2022, to the U.S.

Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2027(12)

4.41 One Thousand Eighty-Seventh Supplemental Indenture dated as of December 9, 2021, to the U.S.

4.26 One Thousand One Hundred Thirty-Second Supplemental Indenture dated as of February 10, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2029(12)

4.42 One Thousand Eighty-Eighth Supplemental Indenture dated as of December 9, 2021, to the U.S.

4.27 One Thousand One Hundred Thirty-Third Supplemental Indenture dated as of February 10, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2032(12)

4.43 One Thousand Eighty-Ninth Supplemental Indenture dated as of December 9, 2021, to the U.S.

4.28 One Thousand One Hundred Thirty-Fourth Supplemental Indenture dated as of February 25, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(13)

4.44 One Thousand Ninetieth Supplemental Indenture dated as of December 9, 2021, to the U.S.

4.29 One Thousand One Hundred Thirty-Fifth Supplemental Indenture dated as of February 25, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2027(13)

4.45 One Thousand Ninety-First Supplemental Indenture dated as of December 9, 2021, to the U.S.

4.30 One Thousand One Hundred Thirty-Sixth Supplemental Indenture dated as of February 25, 2022, to the U.S.

Bank Indenture, and Form of 4.375% Prospect Capital InterNote® due 2032(13)

4.46 One Thousand Ninety-Second Supplemental Indenture dated as of December 16, 2021, to the U.S.

4.31 One Thousand One Hundred Thirty-Seventh Supplemental Indenture dated as of February 25, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2052(13)

4.47 One Thousand Ninety-Third Supplemental Indenture dated as of December 16, 2021, to the U.S.

4.32 One Thousand One Hundred Thirty-Eighth Supplemental Indenture dated as of March 3, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(14)

4.48 One Thousand Ninety-Fourth Supplemental Indenture dated as of December 16, 2021, to the U.S.

4.33 One Thousand One Hundred Thirty-Ninth Supplemental Indenture dated as of March 3, 2022, to the U.S.

Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2027(14)

4.49 One Thousand Ninety-Fifth Supplemental Indenture dated as of December 16, 2021, to the U.S.

4.34 One Thousand One Hundred Fortieth Supplemental Indenture dated as of March 3, 2022, to the U.S.

Bank Indenture, and Form of 4.375% Prospect Capital InterNote® due 2032(14)

4.5 One Thousand Ninety-Sixth Supplemental Indenture dated as of December 16, 2021, to the U.S.

4.35 One Thousand One Hundred Forty-First Supplemental Indenture dated as of March 3, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2052(14)

4.51 One Thousand Ninety-Seventh Supplemental Indenture dated as of December 23, 2021, to the U.S.

4.36 One Thousand One Hundred Forty-Second Supplemental Indenture dated as of March 10, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(15)

4.52 One Thousand Ninety-Eighth Supplemental Indenture dated as of December 23, 2021, to the U.S.

4.37 One Thousand One Hundred Forty-Third Supplemental Indenture dated as of March 10, 2022, to the U.S.

Bank Indenture, and Form of 4.375% Prospect Capital InterNote® due 2027(15)

4.53 One Thousand Ninety-Ninth Supplemental Indenture dated as of December 23, 2021, to the U.S.

4.38 One Thousand One Hundred Forty-Fourth Supplemental Indenture dated as of March 10, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2052(15)

4.54 One Thousand One Hundredth Supplemental Indenture dated as of December 23, 2021, to the U.S.

4.39 One Thousand One Hundred Forty-Fifth Supplemental Indenture dated as of March 17, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(16)

4.55 One Thousand One Hundred First Supplemental Indenture dated as of December 23, 2021, to the U.S.

4.4 One Thousand One Hundred Forty-Sixth Supplemental Indenture dated as of March 17, 2022, to the U.S.

Bank Indenture, and Form of 4.375% Prospect Capital InterNote® due 2027(16)

4.56 One Thousand One Hundred Second Supplemental Indenture dated as of December 30, 2021, to the U.S.

4.41 One Thousand One Hundred Forty-Seventh Supplemental Indenture dated as of March 17, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2052(16)

4.57 One Thousand One Hundred Third Supplemental Indenture dated as of December 30, 2021, to the U.S.

4.42 One Thousand One Hundred Forty-Eighth Supplemental Indenture dated as of March 24, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(17)

4.58 One Thousand One Hundred Fourth Supplemental Indenture dated as of December 30, 2021, to the U.S.

4.43 One Thousand One Hundred Forty-Ninth Supplemental Indenture dated as of March 24, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2027(17)

4.59 One Thousand One Hundred Fifth Supplemental Indenture dated as of December 30, 2021, to the U.S.

4.44 One Thousand One Hundred Fiftieth Supplemental Indenture dated as of March 31, 2022, to the U.S.

Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2025(18)

4.60 One Thousand One Hundred Sixth Supplemental Indenture dated as of December 30, 2021, to the U.S.

4.45 One Thousand One Hundred Fifty-First Supplemental Indenture dated as of March 31, 2022, to the U.S.

Bank Indenture, and Form of 4.500% Prospect Capital InterNote® due 2027(18)

4.46 Amended and Restated Dealer Manager Agreement, dated February 18, 2022, by and among, the Company, Prospect Capital Management L.P., Prospect Administration LLC, InspereX LLC and the Agents named therein and added from time to time(22)

4.47 Escrow Agreement, by and between Prospect Capital Corporation and UMB Bank, National Association dated February 18, 2022(24)

4.48 Amended and Restated Preferred Stock Dividend Reinvestment Plan dated February 18, 2022(25)

11 Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)

13 unchanged sentences

(7) Incorporated by reference from the Registrant's Post-Effective Amendment No.

76 to the Registration Statement on Form N-2, filed on October 7, 2021.

88 to the Registration Statement on Form N-2, filed on January 6, 2022.

(8) Incorporated by reference from the Registrant's Post-Effective Amendment No.

77 to the Registration Statement on Form N-2, filed on October 15, 2021.

89 to the Registration Statement on Form N-2, filed on January 13, 2022.

(9) Incorporated by reference from the Registrant's Post-Effective Amendment No.

78 to the Registration Statement on Form N-2, filed on October 21, 2021.

90 to the Registration Statement on Form N-2, filed on January 21, 2022.

(10) Incorporated by reference from the Registrant's Post-Effective Amendment No.

79 to the Registration Statement on Form N-2, filed on October 28, 2021.

91 to the Registration Statement on Form N-2, filed on January 27, 2022.

(11) Incorporated by reference from the Registrant's Post-Effective Amendment No.

80 to the Registration Statement on Form N-2, filed on November 4, 2021.

92 to the Registration Statement on Form N-2, filed on February 3, 2022.

(12) Incorporated by reference from the Registrant's Post-Effective Amendment No.

81 to the Registration Statement on Form N-2, filed on November 18, 2021.

93 to the Registration Statement on Form N-2, filed on February 10, 2022.

(13) Incorporated by reference from the Registrant's Post-Effective Amendment No.

82 to the Registration Statement on Form N-2, filed on November 26, 2021.

94 to the Registration Statement on Form N-2, filed on February 25, 2022.

(14) Incorporated by reference from the Registrant's Post-Effective Amendment No.

83 to the Registration Statement on Form N-2, filed on December 2, 2021.

95 to the Registration Statement on Form N-2, filed on March 3, 2022.

(15) Incorporated by reference from the Registrant's Post-Effective Amendment No.

84 to the Registration Statement on Form N-2, filed on December 9, 2021.

96 to the Registration Statement on Form N-2, filed on March 10, 2022.

(16) Incorporated by reference from the Registrant's Post-Effective Amendment No.

85 to the Registration Statement on Form N-2, filed on December 16, 2021.

97 to the Registration Statement on Form N-2, filed on March 17, 2022.

(17) Incorporated by reference from the Registrant's Post-Effective Amendment No.

86 to the Registration Statement on Form N-2, filed on December 23, 2021.

98 to the Registration Statement on Form N-2, filed on March 24, 2022.

(18) Incorporated by reference from the Registrant's Post-Effective Amendment No.

87 to the Registration Statement on Form N-2, filed on December 30, 2021.

99 to the Registration Statement on Form N-2, filed on March 31, 2022.

(19) Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 26, 2021.

1 unchanged sentence

(21) Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 19, 2021 .

(22) Incorporated by reference to Exhibit 1.1 of the Registrant’s Form 8-K, filed on February 23, 2022.

(23) Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on February 23, 2022.

(24) Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K, filed on February 23, 2022.

(25) Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K, filed on February 23, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSPECT CAPITAL CORPORATION

February 8, 2022 By:

May 9, 2022 By:

Chairman of the Board and Chief Executive Officer

February 8, 2022 By:

May 9, 2022 By:

/s/ KRISTIN L.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information