v3.26.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Adviser has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.
Litigation
Other than as set forth below, the Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies.
On May 4, 2026, a purported stockholder of the Company, Calvin Stuart, filed a putative securities class action complaint in the United States District Court for the Eastern District of Pennsylvania against the Company and certain of its current officers. The case is captioned Stuart v. FS KKR Capital Corp., et al., Case No. 2:26-cv-02969 (E.D. Pa.). The amended complaint, filed on September 28, 2026, alleges that the defendants, including the Adviser, violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder by making materially false and/or misleading statements and/or omissions concerning, among other things, portfolio valuations, portfolio restructuring, and the Company’s quarterly distribution strategy.
On May 12, 2026, a purported stockholder of the Company, Theodore Goodman, filed a shareholder derivative complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of the Company as nominal defendant against certain of the Company’s current officers and directors. The case is captioned Goodman v. Forman et al., No. 2:26-cv-03240 (E.D. Pa.). The complaint asserts various claims against the defendants, including but not limited to breach of fiduciary duties, violations of Section 14(a) of the Exchange Act, and contribution under Sections 10(b) and 21D of the Exchange Act against certain officers, on the basis that, among other things, the defendants allegedly failed to maintain adequate internal controls and allegedly made or caused the Company to make materially false and/or misleading statements and/or omissions concerning, among other things, portfolio valuations, portfolio restructuring, and the Company’s quarterly distribution strategy.
On June 29, 2026, a purported stockholder of the Company, Larry Jones, filed a verified shareholder derivative complaint in the United States District Court for the District of Maryland against the Adviser derivatively on behalf of the Company as nominal defendant. The case is captioned Jones v. FS/KKR Advisor, LLC et al., No. 1:26-cv-02593-JKB (D. Md.). The complaint asserts a single claim against the Adviser for breach of fiduciary duty pursuant to Section 36(b) of the 1940 Act, on the basis that the Adviser’s management, incentive, and administrative fees are so disproportionately large that they bear no reasonable relationship to the services rendered and could not have been the product of arm’s-length bargaining.
On July 15, 2026, a purported stockholder of the Company, the Employees Retirement System of the City of St. Louis, filed a verified shareholder derivative complaint in the United States District Court for the Southern District of New York against the Adviser derivatively on behalf of the Company. The case is captioned Employees Retirement System of the City of St. Louis v. FS/KKR Advisor, LLC, No. 1:26-cv-06003 (S.D.N.Y.). The complaint asserts a single claim against the Adviser for breach of fiduciary duty pursuant to Section 36(b) of the 1940 Act, on the basis that the Adviser’s management, incentive, and administrative fees are so disproportionately large that they bear no reasonable relationship to the services rendered and could not have been the product of arm’s-length bargaining.
On August 21, 2026, a purported stockholder of the Company, Joseph Bruno, filed a shareholder derivative complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of the Company as nominal defendant against certain of the Company’s current officers and directors. The case is captioned Bruno v. Forman et al., No. 2:26-cv-06159 (E.D. Pa.). The complaint asserts various claims against the defendants, including but not limited to breach of fiduciary duties, violations of Section 14(a) of the Exchange Act, and contribution under Sections 10(b) and 21D of the Exchange Act against certain officers, on the basis that, among other things, the defendants allegedly failed to maintain adequate internal controls and allegedly made or caused the Company to make materially false and/or misleading statements and/or omissions concerning, among other things, portfolio valuations, portfolio restructuring, and the Company’s quarterly distribution strategy.
The Company intends to vigorously defend these matters. The outcomes of outstanding legal matters are inherently unpredictable and subject to uncertainties. Based on information currently available, the Company cannot predict the outcome of these proceedings and is unable to reasonably estimate any possible loss or range of loss, if any, associated with these matters.
Unfunded Commitments
Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated balance sheets. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of September 30, 2026, the Company’s unfunded commitments consisted of the following:
Category / Company(1)
Commitment Amount
Senior Secured Loans—First Lien
48Forty Solutions LLC$6.3 
48Forty Solutions LLC1.6 
Aareon AG2.7 
AGS Health LLC2.1 
AGS Health LLC6.0 
Alacrity Solutions Group LLC1.7 
Alacrity Solutions Group LLC2.3 
A-Lign Assurance LLC3.2 
A-Lign Assurance LLC1.5 
American Vision Partners Corp3.6 
Apex Service Partners LLC5.1 
Arcfield Acquisition Corp6.0 
Atwell LLC0.8 
Atwell LLC0.4 
AVE Holdings I Corp (fka Amerivet Partners Management Inc)8.4 
Avetta LLC1.8 
Avetta LLC0.8 
Avetta LLC3.7 
BGB Group LLC2.6 
BGB Group LLC4.8 
Bonterra LLC11.6 
Cadence Education LLC8.5 
Cambrex Corp6.1 
Carrier Fire Protection2.6 
Carrier Fire Protection2.1 
Circana Group (f.k.a. NPD Group)4.3 
Civica Group Ltd4.8 
Civica Group Ltd4.4 
Clarience Technologies LLC11.1 
Clarience Technologies LLC24.5 
CLEAResult Consulting Inc0.8 
CLEAResult Consulting Inc3.0 
Clearwater Analytics LLC2.6 
Clearwater Analytics LLC1.7 
Club Car Wash Operating LLC0.7 
Club Car Wash Operating LLC0.1 
ClubCorp Club Operations Inc0.7 
ClubCorp Club Operations Inc1.1 
Com Laude Group Ltd3.1 
Com Laude Group Ltd1.3 
Com Laude Group Ltd3.0 
Command Alkon Inc1.4 
Command Alkon Inc1.0 
Category / Company(1)
Commitment Amount
Community Brands Inc$4.0 
Conservice LLC1.7 
Consilium Safety Group AB10.5 
CSafe Global4.0 
Cyncly3.2 
Cyncly1.6 
Dental365 LLC5.1 
Dental365 LLC0.6 
DOXA Insurance Holdings LLC2.4 
DuBois Chemicals Inc14.7 
Eagle Railcar Services Roscoe Inc10.8 
Eagle Railcar Services Roscoe Inc12.0 
Eide Bailly LLP1.4 
Eide Bailly LLP0.9 
Envirotainer Ltd2.8 
Excelitas Technologies Corp2.4 
Express Wash Concepts LLC0.4 
Express Wash Concepts LLC0.1 
Flexera Software LLC6.5 
Follett Software Co5.6 
Fortnox AB9.0 
Foundation Risk Partners Corp7.4 
Foundation Risk Partners Corp4.8 
Frontline Road Safety LLC13.1 
Frontline Road Safety LLC14.3 
Fullsteam Holdings LLC9.1 
Fullsteam Holdings LLC3.7 
Galway Partners Holdings LLC10.9 
GE Vernova Electrification Software LLC4.5 
Gigamon Inc3.7 
Granicus Inc2.3 
Heniff Transportation Systems LLC0.6 
Higginbotham Insurance Agency Inc0.5 
Highgate Hotels Inc4.2 
Highgate Hotels Inc3.9 
HM Dunn Co Inc4.5 
Homrich & Berg Inc0.8 
Homrich & Berg Inc5.4 
Horizon CTS Buyer LLC8.7 
Horizon CTS Buyer LLC1.4 
Inhabit IQ3.6 
Inhabit IQ2.2 
iNova Pharmaceuticals (Australia) Pty Limited2.5 
Insight Global LLC36.6 
Insightsoftware.Com Inc21.1 
Insightsoftware.Com Inc0.0 
Integrated Power Services LLC4.4 
Integrated Power Services LLC7.3 
Integrity Marketing Group LLC0.1 
J S Held LLC6.9 
Category / Company(1)
Commitment Amount
Jeppesen Holdings LLC$2.4 
Keystone Agency Partners LLC5.0 
Keystone Agency Partners LLC3.8 
Laboratoires Vivacy SAS0.6 
Lazer Logistics Inc1.9 
Lazer Logistics Inc1.2 
Learning Experience Corp/The3.5 
Legends Hospitality LLC8.5 
Lido Advisors LLC1.0 
Lionbridge Technologies Inc2.8 
Lipari Foods LLC7.5 
Magna Legal Services LLC2.2 
Magna Legal Services LLC0.9 
MAI Capital Management LLC3.3 
MAI Capital Management LLC2.8 
MAI Capital Management LLC0.3 
MB2 Dental Solutions LLC8.7 
Med-Metrix34.1 
Med-Metrix19.9 
Mercer Advisors3.0 
Model N Inc3.2 
NAVEX Global Inc0.3 
NAVEX Global Inc6.7 
NEFCO Corp4.9 
NEFCO Corp2.1 
NeoGov Newt Holdco Inc1.1 
NeoGov Newt Holdco Inc2.4 
NeoGov Newt Holdco Inc3.5 
Net Documents5.4 
Netsmart Technologies Inc6.2 
Netsmart Technologies Inc6.3 
New Era Technology LLC3.6 
OEConnection LLC8.7 
OEConnection LLC7.0 
Orion Services Group LLC0.1 
Oxford Global Resources LLC7.6 
PartsSource Inc0.4 
Pavement Preservation Group Inc0.5 
PCI Pharma Services24.3 
PCI Pharma Services10.5 
Pike Corp5.5 
Pike Corp4.4 
Premise Health Holding Corp0.5 
Premise Health Holding Corp0.9 
PROS Holdings Inc1.3 
PSC Group1.3 
Radwell International LLC6.2 
Railpros Inc0.4 
Railpros Inc0.6 
Resa Power LLC1.0 
Category / Company(1)
Commitment Amount
Resa Power LLC$9.1 
Resa Power LLC4.7 
Revere Superior Holdings Inc3.3 
Rialto Capital Management LLC1.0 
Rockefeller Capital Management LP7.2 
Safe-Guard Products International LLC8.8 
SAMBA Safety Inc0.9 
SAMBA Safety Inc0.6 
Schellman Inc0.5 
Schellman Inc0.8 
Service Express Inc10.7 
Service Express Inc12.2 
Service Logic LLC4.4 
Service Logic LLC4.0 
Sphera Solutions Inc6.4 
Sphera Solutions Inc2.1 
Sphera Solutions Inc20.0 
Spins LLC3.2 
Spotless Brands LLC3.5 
Sunbelt Solomon Services LLC1.8 
Sunbelt Solomon Services LLC2.1 
Sweeping Corp of America LLC3.4 
Time Manufacturing Co14.0 
Trackunit ApS22.0 
Trackunit ApS11.0 
Turnpoint Services Inc0.9 
USIC Holdings Inc0.3 
USIC Holdings Inc1.1 
Veriforce LLC3.7 
Veriforce LLC2.1 
Vermont Information Processing Inc6.7 
Vermont Information Processing Inc1.2 
Version1 Software Ltd3.2 
VetCor Professional Practices LLC4.0 
Vigor Marine Group LLC9.9 
Vigor Marine Group LLC14.7 
Vitu9.1 
Waste Services Group Pty Ltd3.0 
Wealth Enhancement Group LLC2.8 
Wealth Enhancement Group LLC1.6 
Wedgewood Weddings4.8 
Wedgewood Weddings5.8 
West Star Aviation Inc23.3 
West Star Aviation Inc4.2 
Woolpert Inc6.3 
Worldwise Inc0.8 
Xylem Kendall15.9 
Xylem Kendall0.6 
Zellis Holdings Ltd3.3 
Zendesk Inc6.0 
Category / Company(1)
Commitment Amount
Zeus Industrial Products Inc$9.7 
Subordinated Debt
Cyncly1.6 
Nidda Healthcare Holding AG6.2 
Asset Based Finance
Advancion Corp/IL, Revolver1.5 
Bond Aviation Holdings LLC, Term Loan6.2 
Bond Aviation Holdings LLC, Term Loan5.3 
Likewize Corp, Revolver0.0 
Nottingdale Receivables Limited (FKA TalkTalk Telecom Group Ltd), Revolver2.2 
Philippine Airlines 777, Term Loan1.1 
Philippine Airlines 777, Term Loan1.1 
SCRIPPS SPV LLC (FKA EW Scripps Co/The), Revolver4.5 
Sotheby's, Revolver7.4 
TPSI Receivables LLC (Tropicana Products Inc), Revolver1.8 
Wood Group Receivables LLC (FKA John Wood Group PLC), Revolver5.1 
Total$1,041.1 
Unfunded Asset Based Finance/Other commitments$70.3 
_____________
(1)May be commitments to one or more entities affiliated with the named company.
As of September 30, 2026, the Company’s debt commitments are comprised of $607.3 revolving credit facilities and $433.8 delayed draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(16.0). The Company’s unfunded Asset Based Finance/Other commitments generally require certain conditions to be met or actual approval from the Adviser prior to funding.
The Senior Secured Revolving Credit Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $240, subject to increase or reduction from time to time pursuant to the terms of the Senior Secured Revolving Credit Facility. As of September 30, 2026, $50 of such letters of credit have been issued.
As of September 30, 2026, the Company also has an unfunded commitment to provide $434.0 of capital to COPJV. The capital commitment can be satisfied with contributions of cash and/or investments. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and SCRS’s representatives on COPJV’s board of managers.
While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company had one such guarantee on behalf of Avenue One PropCo for up to $18.7 outstanding at September 30, 2026.