SEC Form 424B3 filed by OFS Credit Company Inc.
$OCCI
Trusts Except Educational Religious and Charitable
Finance
Filed pursuant to Rule 424(b)(3)
File No. 333-277773
| PROSPECTUS SUPPLEMENT (To Prospectus dated May 29, 2024) | December 12, 2025 | ||||||||||
OFS Credit Company, Inc.
$200,000,000
Common Stock
This prospectus supplement supplements the prospectus dated May 29, 2024, as amended and supplemented to date (the “Prospectus”), which relate to the sale of shares of common stock of OFS Credit Company, Inc. in an “at the market offering” pursuant to an equity distribution agreement, dated January 24, 2020, as amended by Amendment No. 1 thereto, dated March 16, 2021, Amendment No. 2 thereto, dated April 22, 2021, Amendment No. 3 thereto, dated June 8, 2021, Amendment No. 4 thereto, dated December 7, 2021, Amendment No. 5 thereto, dated August 15, 2023, Amendment No. 6 thereto, dated June 12, 2024 and Amendment No. 7 thereto, dated March 14, 2025, with Lucid Capital Markets LLC and Ladenburg Thalmann & Co. Inc. (the “Equity Distribution Agreement”). The disclosure in this prospectus supplement supersedes disclosure elsewhere in the Prospectus to the extent such disclosure is inconsistent with the disclosure herein.
You should carefully read the entire Prospectus before investing in our common stock. You should also review the information set forth under the “Risk Factors” section beginning on page 22 of the Base Prospectus.
The terms “OFS Credit,” the “Company,” “we,” “us” and “our” generally refer to OFS Credit Company, Inc.
PRIOR SALES PURSUANT TO THE “AT THE MARKET” OFFERING
From January 24, 2020 to December 11, 2025, we sold a total of 17,824,813 shares of common stock at a weighted average price of $8.45 per share under the Equity Distribution Agreement (the “At-the-Market Offering”). The net proceeds as a result of these sales of common stock were approximately $149.0 million after deducting commissions and fees.
Pursuant to Amendment No. 2 to the Equity Distribution Agreement, the aggregate offering price of the At-the-Market Offering was increased to up to $50.0 million. Pursuant to Amendment No. 4 to the Equity Distribution Agreement, the aggregate offering price of the At-the-Market offering was increased to up to $70.0 million. Pursuant to Amendment No. 5 to the Equity Distribution Agreement, the aggregate offering price of the At-the-Market offering was increased to up to $130.0 million. Pursuant to Amendment No. 6 to the Equity Distribution Agreement, the aggregate offering price of the At-the-Market offering was increased to up to $150.0 million. Pursuant to Amendment No. 7 to the Equity Distribution Agreement, the aggregate offering price of the At-the-Market offering was increased to up to $200.0 million (which amount includes all of the shares previously sold pursuant to the Equity Distribution Agreement to date). OFS Capital Management, LLC, our investment adviser, may, from time to time and in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreement or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with the At-the-Market Offering made hereunder will not be less than our current net asset value per share. Any such payments made by the investment adviser will not be subject to reimbursement by us.
RECENT DEVELOPMENTS
November 2025 Financial Update
On December 12, 2025, we announced that management’s unaudited estimate of the range of our net asset value (“NAV”) per share of our common stock as of November 30, 2025 is between $5.01 and $5.11. This estimate is not a comprehensive statement of our financial condition or results for the month ended November 30, 2025. This estimate did not undergo the Company’s typical quarter-end financial closing procedures. We advise you that current estimates of our NAV per share may differ materially from future NAV estimates or determinations, including the determination for the period ending January 31, 2026, which will be reported in our monthly report on Form N-PORT.
Our financial condition, including the fair value of our portfolio investments, and results of operations may be materially impacted after November 30, 2025 by circumstances and events that are not yet known. To the extent our portfolio investments are adversely impacted by interest rate and inflation rate changes, the ongoing war between Russia and Ukraine, the escalated armed conflict and heightened regional tensions in the Middle East, the agenda of the U.S. Presidential administration, including the impact of tariff enactment and tax reductions, trade disputes with other countries, instability in the U.S. and international banking systems, the risk of recession or the impact of the prolonged shutdown of U.S. government services and related market volatility, or by other factors, we may experience a material adverse impact on our future NAV, net investment income (“NII”), the underlying value of our investments, our financial condition and the financial condition of our portfolio investments.
The preliminary financial data included in this November 2025 Financial Update has been prepared by, and is the responsibility of, OFS Credit’s management. KPMG LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto.
FOURTH QUARTER 2025 HIGHLIGHTS AND FINANCIAL RESULTS
FOURTH QUARTER HIGHLIGHTS
•NII of $6.2 million, or $0.22 per common share, for the fiscal quarter ended October 31, 2025. This compares to NII of $6.1 million, or $0.22 per common share, for the fiscal quarter ended July 31, 2025. NII moderately increased for the fiscal quarter ended October 31, 2025, primarily due to an increase in the size of our average investment portfolio, at cost, and a decrease in total expenses. See additional information under “Results of Operations” below.
•Core net investment income (“Core NII”)1 of $8.8 million, or $0.32 per common share, for the fiscal quarter ended October 31, 2025. This compares to Core NII of $8.5 million, or $0.31 per common share, for the fiscal quarter ended July 31, 2025. Core NII increased for the fiscal quarter ended October 31, 2025, primarily due to an increase in cashflows from issuers making their first payments since our investment.
•NAV per common share of $5.46 at October 31, 2025, a decrease of $0.67 from NAV of $6.13 at July 31, 2025. The decrease in NAV was primarily due to a net loss on investments of $0.55 per common share and distributions of $0.345 per common share paid during the quarter which exceeded our quarterly NII of $0.22 per common share. See additional information under “Results of Operations” below.
•During the fiscal quarter ended October 31, 2025, the interest income yield2 of our investment portfolio was 14.35%, based on average amortized cost.
•During the fiscal quarter ended October 31, 2025, we issued 96,810 shares of common stock through our At-the-Market offering, for net proceeds of $0.6 million, after deducting commissions, fees and offering costs.
| SELECTED FINANCIAL HIGHLIGHTS | ||||||||||||||
| (in millions, except per share data) | At | |||||||||||||
| October 31, 2025 | July 31, 2025 | |||||||||||||
| Balance Sheet Highlights | (Unaudited) | |||||||||||||
| Total investments, at fair value | $ | 256.5 | $ | 279.4 | ||||||||||
| Total outstanding preferred stock - principal | 115.9 | 115.9 | ||||||||||||
| Total net assets | 153.0 | 170.0 | ||||||||||||
| NAV per common share | 5.46 | 6.13 | ||||||||||||
| Operating Highlights | For the Fiscal Quarter Ended | |||||||||||||
| (Per common share) | October 31, 2025 | July 31, 2025 | ||||||||||||
| Net investment income | $ | 0.22 | $ | 0.22 | ||||||||||
| Net realized loss on investments | (0.03) | (0.07) | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | (0.52) | 0.14 | ||||||||||||
| Net earnings (loss) | $ | (0.33) | $ | 0.29 | ||||||||||
Reconciliation of Core NII — Non-GAAP1 | ||||||||||||||
| Net investment income | $ | 0.22 | $ | 0.22 | ||||||||||
| CLO equity adjustments | 0.10 | 0.09 | ||||||||||||
| Core NII | $ | 0.32 | $ | 0.31 | ||||||||||
PORTFOLIO AND INVESTMENT ACTIVITIES
As of October 31, 2025, the total fair value of our investment portfolio was $256.5 million, which was equal to 78.8% of amortized cost. For the quarter ended October 31, 2025, our CLO equity cash flow yield3 was 17.30% based on amortized cost.
| At | ||||||||||||||
| Portfolio Overview ($ in millions) | October 31, 2025 | July 31, 2025 | ||||||||||||
Total investments, at fair value | $ | 256.5 | $ | 279.4 | ||||||||||
| Total number of issuers | 85 | 89 | ||||||||||||
Weighted-average effective yield4 | 13.02 | % | 14.04 | % | ||||||||||
| For the Fiscal Quarter Ended | ||||||||||||||
| Portfolio Purchases ($ in millions) | October 31, 2025 | July 31, 2025 | ||||||||||||
| CLO equity investments | $ | 4.0 | $ | 36.8 | ||||||||||
| CLO debt investments | — | 2.0 | ||||||||||||
| Loan accumulation facility investments | 3.5 | 2.2 | ||||||||||||
| Other CLO equity-related investments (i.e., fee rebates) | — | 0.2 | ||||||||||||
| Total investments | $ | 7.5 | $ | 41.2 | ||||||||||
| Weighted-average effective yield - period end | 15.48 | % | 19.05 | % | ||||||||||
| At October 31, 2025 | ||||||||||||||
| Portfolio Composition ($ in millions) | Amortized Cost | Fair Value | ||||||||||||
| CLO equity investments | $ | 310.8 | $ | 241.2 | ||||||||||
| CLO debt investments | 3.8 | 3.9 | ||||||||||||
| Loan accumulation facility investments | 9.5 | 9.5 | ||||||||||||
| Other CLO equity-related investments (i.e., fee rebates) | 1.4 | 1.9 | ||||||||||||
| Total investments | $ | 325.5 | $ | 256.5 | ||||||||||
RESULTS OF OPERATIONS
Interest Income
During the fiscal quarter ended October 31, 2025, interest income increased to $12.0 million from $11.9 million during the prior quarter. The increase in interest income was primarily due to an increase in the size of our average investment portfolio, at cost.
Expenses
During the fiscal quarter ended October 31, 2025, total expenses decreased by $0.1 million to $5.8 million, primarily due to a $0.1 million decrease in administration fees.
Net Realized and Unrealized Gain (Loss) on Investments
During the fiscal quarter ended October 31, 2025, net loss on investments of $15.3 million was primarily due to net unrealized depreciation on our CLO equity investments, primarily attributable to weaker cashflows related to spread compression on the underlying collateral.
OFS Credit Company, Inc.
Statement of Assets and Liabilities
| As of October 31, 2025 | ||||||||
| Assets: | ||||||||
| Investments, at fair value (amortized cost of $325,494,574) | $ | 256,537,117 | ||||||
| Cash and cash equivalents | 13,506,490 | |||||||
| Interest receivable | 422,588 | |||||||
| Other assets | 355,606 | |||||||
| Total assets | 270,821,801 | |||||||
| Liabilities: | ||||||||
| Preferred stock (net of deferred issuance costs of $1,985,366) | 113,914,634 | |||||||
| Payable to adviser and affiliates | 3,383,435 | |||||||
| Other liabilities | 500,428 | |||||||
| Total liabilities | 117,798,497 | |||||||
| Net assets | $ | 153,023,304 | ||||||
| Net assets consist of: | ||||||||
| Common stock, par value of $0.001 per share; 90,000,000 shares authorized and 28,025,822 shares issued and outstanding | $ | 28,026 | ||||||
| Paid-in capital in excess of par | 218,825,175 | |||||||
| Total accumulated losses | (65,829,897) | |||||||
| Total net assets | $ | 153,023,304 | ||||||
| Net asset value per common share | $ | 5.46 | ||||||
OFS Credit Company, Inc.
Statements of Operations
| Three Months Ended | Year Ended | ||||||||||
| October 31, 2025 | October 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Investment income: | |||||||||||
| Interest income | $ | 11,973,551 | $ | 44,151,443 | |||||||
| Operating expenses: | |||||||||||
| Interest expense | 2,148,046 | 7,692,431 | |||||||||
| Incentive fees | 1,552,386 | 5,645,871 | |||||||||
| Base management fees | 1,188,531 | 4,797,664 | |||||||||
| Administration fees | 319,774 | 1,406,334 | |||||||||
| Professional fees | 256,544 | 1,048,081 | |||||||||
| Other expenses | 298,726 | 977,577 | |||||||||
| Total operating expenses | 5,764,007 | 21,567,958 | |||||||||
| Net investment income | 6,209,544 | 22,583,485 | |||||||||
| Net realized and unrealized gain (loss) on investments: | |||||||||||
| Net realized loss on investments | (831,438) | (3,606,533) | |||||||||
| Net change in unrealized depreciation on investments | (14,445,640) | (28,889,461) | |||||||||
| Net loss on investments | (15,277,078) | (32,495,994) | |||||||||
| Net decrease in net assets resulting from operations | $ | (9,067,534) | $ | (9,912,509) | |||||||
| Weighted-average common shares outstanding | 27,835,139 | 25,553,971 | |||||||||
Supplemental Information Regarding Core Net Investment Income
We provide information relating to Core NII (a non-GAAP measure) on a supplemental basis. This measure is not provided as a substitute for GAAP NII, but in addition to it. Our non-GAAP measures may differ from similar measures by other companies, even if similar terms are used to identify such measures. Core NII represents GAAP NII adjusted for differences in applicable cash distributions received on our CLO equity and equity-related investments that have not been optionally redeemed relative to income recognized in accordance with GAAP. OFS Capital Management, LLC, our investment adviser, uses this information in its internal analysis of results and believes that this information may be informative in gauging the quality of the Company’s financial performance, identifying trends in its results, and providing meaningful period-to-period comparisons.
Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method; this is based on an estimated effective yield, at current amortized cost, to the expected redemption of the security utilizing assumed cash flows, including those CLO equity investments that have not made their inaugural distribution for the relevant period end. The result is an estimated effective yield for the investment in which the respective investment’s cost basis is adjusted quarterly based on the difference between the actual cash received, or distributions entitled to be received, and the income recognized via the estimated effective yield calculation. Accordingly, investment income recognized on CLO equity and equity-related securities in the GAAP statement of operations differs from the cash distributions actually received by the Company during the period (referred to below as “CLO equity adjustments”). Therefore, management believes that Core NII may provide a useful indicator of distributable operating income, as this reflects a measure of potential cash availability, net of operating expenses, that could be utilized to cover distributions to common stockholders. We note that this non-GAAP measure has no bearing on the tax character of the common stock distributions made during the period, and future distributions are not guaranteed. A portion of current and future common stock distributions may consist of a return of capital for tax purposes. The actual tax character of our earnings cannot be finally determined until our tax return is prepared after the close of our taxable year.
The following table provides a reconciliation of GAAP NII to Core NII for the fiscal quarters ended October 31, 2025 and July 31, 2025:
| For the Fiscal Quarter Ended October 31, 2025 | For the Fiscal Quarter Ended July 31, 2025 | |||||||||||||||||||||||||
| Amount | Per Common Share Amount | Amount | Per Common Share Amount | |||||||||||||||||||||||
| Net investment income | $ | 6,209,544 | $ | 0.22 | $ | 6,050,783 | $ | 0.22 | ||||||||||||||||||
| CLO equity adjustments | 2,593,985 | 0.10 | 2,476,308 | 0.09 | ||||||||||||||||||||||
| Core NII | $ | 8,803,529 | $ | 0.32 | $ | 8,527,091 | $ | 0.31 | ||||||||||||||||||
The following table provides a reconciliation of GAAP NII to Core NII for the fiscal years ended October 31, 2025 and 2024:
| For the Fiscal Year Ended October 31, 2025 | For the Fiscal Year Ended October 31, 2024 | |||||||||||||||||||||||||
| Amount | Per Common Share Amount | Amount | Per Common Share Amount | |||||||||||||||||||||||
| Net investment income | $ | 22,583,485 | $ | 0.88 | $ | 17,436,507 | $ | 1.04 | ||||||||||||||||||
| CLO equity adjustments | 11,485,189 | 0.45 | 16,491,028 | 0.99 | ||||||||||||||||||||||
| Core NII | $ | 34,068,674 | $ | 1.33 | $ | 33,927,535 | $ | 2.03 | ||||||||||||||||||
1 On a supplemental basis, we disclose Core NII, which is a financial measure calculated and presented on a basis of methodology other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Core NII represents NII adjusted for differences in applicable cash distributions received on our CLO equity and equity-related investments that have not been optionally redeemed relative to income recognized in accordance with GAAP. See additional information under “Supplemental Information Regarding Core Net Investment Income” above.
2 Interest income yield is calculated as total investment income earned on the investment portfolio (excluding idle cash interest income) divided by the average total investments at cost (annualized).
3 Calculated as CLO equity and equity-related cash distributions received during the quarter, excluding distributions on CLO equity investments that have been optionally redeemed, divided by average CLO equity and equity-related investments at amortized cost.
4 Based on amortized cost at period end; excludes discount accretion on CLO debt investments.