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) | February 13, 2026 | ||||||||||
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 February 12, 2026, we sold a total of 18,650,257 shares of common stock at a weighted average price of $8.30 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 $153.1 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
January 2026 Financial Update
On February 13, 2026, we announced that management’s unaudited estimate of the range of our net asset value (“NAV”) per share of our common stock as of January 31, 2026 is between $4.31 and $4.41. This estimate is not a comprehensive statement of our financial condition or results for the month ended January 31, 2026. This estimate did not undergo the Company’s typical quarter-end financial closing procedures. We advise you that the final determination of our NAV per share as of January 31, 2026, which will be reported in our monthly report on Form N-PORT, may differ from this estimate.
Our financial condition, including the fair value of our portfolio investments, and results of operations may be materially impacted after January 31, 2026 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, activity in South America, 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, the underlying value of our investments, our financial condition and the financial condition of our portfolio investments.
The preliminary financial data included in this January 2026 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.
Declaration of Common and Preferred Stock Distributions
On January 16, 2026, our board of directors (the “Board”) declared a monthly cash distribution for common stockholders for the month of February 2026. Our Board also declared monthly cash distributions for our 6.125% Series C Term Preferred Stock, 6.00% Series D Term Preferred Stock, 5.25% Series E Term Preferred Stock, 7.875% Series F Term Preferred Stock and 8.00% Series G Term Preferred Stock through July 31, 2026. Given that the shares of 6.125% Series C Term Preferred Stock are mandatorily redeemable on April 30, 2026 and the shares of 6.00% Series D Term Preferred Stock are mandatorily redeemable on June 10, 2026, the dividends for these series of Preferred Stock have been declared up to, but not including, their respective dates of redemption.
Common Stock Distribution
The following schedule applies to the common stock (Nasdaq: OCCI) distribution for common stockholders of record on the close of business of the record date:
| Month | Record Date | Payment Date | Cash Distribution Per Share | |||||||||||||||||
| February 2026 | February 13, 2026 | February 27, 2026 | $0.115 | |||||||||||||||||
Preferred Stock Distributions
The following schedules apply to the 6.125% Series C Term Preferred Stock (Nasdaq: OCCIO), 6.00% Series D Term Preferred Stock, 5.25% Series E Term Preferred Stock (Nasdaq: OCCIN), 7.875% Series F Term Preferred Stock (Nasdaq: OCCIM) and 8.00% Series G Term Preferred Stock distributions for preferred stockholders of record on the close of business of each specific record date:
| Preferred Stock Series | Month | Record Date | Payment Date | Cash Distribution Per Share | ||||||||||||||||||||||
| 6.125% Series C Term Preferred Stock | February 2026 | February 13, 2026 | February 27, 2026 | $0.1276042 | ||||||||||||||||||||||
| March 2026 | March 16, 2026 | March 31, 2026 | $0.1276042 | |||||||||||||||||||||||
| April 2026 | April 15, 2026 | April 30, 2026 | $0.1233507 | |||||||||||||||||||||||
| 6.00% Series D Term Preferred Stock | February 2026 | February 13, 2026 | February 27, 2026 | $0.125 | ||||||||||||||||||||||
| March 2026 | March 16, 2026 | March 31, 2026 | $0.125 | |||||||||||||||||||||||
| April 2026 | April 15, 2026 | April 30, 2026 | $0.125 | |||||||||||||||||||||||
| May 2026 | May 15, 2026 | May 29, 2026 | $0.125 | |||||||||||||||||||||||
| June 2026 | June 2, 2026 | June 10, 2026 | $0.0375 | |||||||||||||||||||||||
| 5.25% Series E Term Preferred Stock | February 2026 | February 13, 2026 | February 27, 2026 | $0.109375 | ||||||||||||||||||||||
| March 2026 | March 16, 2026 | March 31, 2026 | $0.109375 | |||||||||||||||||||||||
| April 2026 | April 15, 2026 | April 30, 2026 | $0.109375 | |||||||||||||||||||||||
| May 2026 | May 15, 2026 | May 29, 2026 | $0.109375 | |||||||||||||||||||||||
| June 2026 | June 15, 2026 | June 30, 2026 | $0.109375 | |||||||||||||||||||||||
| July 2026 | July 15, 2026 | July 31, 2026 | $0.109375 | |||||||||||||||||||||||
| 7.875% Series F Term Preferred Stock | February 2026 | February 13, 2026 | February 27, 2026 | $0.1640625 | ||||||||||||||||||||||
| March 2026 | March 16, 2026 | March 31, 2026 | $0.1640625 | |||||||||||||||||||||||
| April 2026 | April 15, 2026 | April 30, 2026 | $0.1640625 | |||||||||||||||||||||||
| May 2026 | May 15, 2026 | May 29, 2026 | $0.1640625 | |||||||||||||||||||||||
| June 2026 | June 15, 2026 | June 30, 2026 | $0.1640625 | |||||||||||||||||||||||
| July 2026 | July 15, 2026 | July 31, 2026 | $0.1640625 | |||||||||||||||||||||||
| 8.00% Series G Term Preferred Stock | February 2026 | February 13, 2026 | February 27, 2026 | $0.16666667 | ||||||||||||||||||||||
| March 2026 | March 16, 2026 | March 31, 2026 | $0.16666667 | |||||||||||||||||||||||
| April 2026 | April 15, 2026 | April 30, 2026 | $0.16666667 | |||||||||||||||||||||||
| May 2026 | May 15, 2026 | May 29, 2026 | $0.16666667 | |||||||||||||||||||||||
| June 2026 | June 15, 2026 | June 30, 2026 | $0.16666667 | |||||||||||||||||||||||
| July 2026 | July 15, 2026 | July 31, 2026 | $0.16666667 | |||||||||||||||||||||||