UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2022, Fidus Investment Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through the Sales Agents (as defined below), shares of the Company’s common stock, par value $0.001 per share (the “Shares”).
On March 2, 2026, the Company increased the maximum amount of Shares to be sold through the ATM Program to $400.0 million from $300.0 million. In connection with the upsize of the ATM Program, the Company entered into amendment no. 3 (“Amendment No. 3”) to the equity distribution agreement, dated November 10, 2022 (the “Equity Distribution Agreement”) with Fidus Investment Advisors, LLC, Raymond James & Associates, Inc. (“Raymond James”) and B. Riley Securities, Inc. (“B. Riley” and together with Raymond James, the “Sales Agents”). Under the Equity Distribution Agreement, as amended by Amendment No. 3, the Company may, but has no obligation to, issue and sell up to $400.0 million in aggregate amount of Shares in the ATM Program, from time to time through the Sales Agents, or to them, as principal for their own account. As of March 2, 2026 and after giving effect to Amendment No. 3, up to approximately $134.8 million in aggregate amount of the Shares will remain available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreement, as amended by Amendment No. 3, and the ATM Program are set forth in the Company’s prospectus supplement, dated March 2, 2026, relating to the Shares (including the accompanying prospectus, dated February 27, 2026, and including, in each case, any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of Amendment No. 3 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-293856) and the Prospectus, as supplemented from time to time.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Eversheds Sutherland (US) LLP | |
| 10.1 | Amendment No. 3, dated March 2, 2026, to Equity Distribution Agreement by and among Fidus Investment Corporation and Fidus Investment Advisors, LLC, on the one hand, and Raymond James & Associates, Inc. and B. Riley Securities, Inc., on the other hand | |
| 23.1 | Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 hereunto duly authorized.
| Date: March 2, 2026 | Fidus Investment Corporation | |||||
| By: | /s/ Shelby E. Sherard | |||||
| Shelby E. Sherard | ||||||
| Chief Financial Officer and Secretary | ||||||