UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
OR
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number: 814-00659 

PROSPECT CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland			43-2048643
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
10 East 40th Street, 42nd Floor
New York, New York			10016
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code: (212) 448-0702

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbols			Name of each exchange on which registered
Common Stock, $0.001 par value			PSEC			NASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001			PSEC PRA			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý						Accelerated filer o
Non-accelerated filer o						Smaller reporting company o
						Emerging growth company o
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

As of February 7, 2022, there were 390,944,271 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

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Table of Contents

						Page
			Forward-Looking Statements			3
PART I			FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Statements of Assets and Liabilities as of December 31, 2021 (unaudited) and June 30, 2021			4
			Consolidated Statements of Operations for the three and six months ended December 31, 2021 and December 31, 2020 (unaudited)			5
			Consolidated Statements of Changes in Net Assets for the three and six months ended December 31, 2021 and December 31, 2020 (unaudited)			6
			Consolidated Statements of Cash Flows for the six months ended December 31, 2021 and December 31, 2020 (unaudited)			8
			Consolidated Schedules of Investments as of December 31, 2021 (unaudited) and June 30, 2021			9
			Notes to Consolidated Financial Statements (unaudited)			45
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			110
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			145
Item 4.			Controls and Procedures			146
PART II			OTHER INFORMATION
Item 1.			Legal Proceedings			147
Item 1A.			Risk Factors			147
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			151
Item 3.			Defaults Upon Senior Securities			151
Item 4.			Mine Safety Disclosures			151
Item 5.			Other Information			152
Item 6.			Exhibits			155
			Signatures

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FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,”

“intend,” “estimate,” “anticipate,” “project,” “will,” “should,” “could,” “may,” “plan” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results—are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended June 30, 2021, and those described from time to time in reports that we have filed or in the future may file with the Securities and Exchange Commission.

The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•the impact of investments that we expect to make;

•our contractual arrangements and relationships with third parties;

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•the impact of global health epidemics, including, but not limited to, the recent and ongoing novel coronavirus pandemic, on our and our portfolio companies’ business and the global economy;

•uncertainty surrounding the financial stability of the United States, Europe, and China;

•the ability of our portfolio companies to achieve their objectives;

•difficulty in obtaining financing or raising capital, especially in the current credit and equity environment, and the impact of a protracted decline in the liquidity of credit markets on our and our portfolio companies’ business;

•the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;

•the impact of changes in the London Interbank Offered Rate (“LIBOR”), the cessation of publication of certain LIBOR rates as of December 31, 2021 and in the future and the new use of the Secured Overnight Financing Rate (“SOFR”) on our operating results;

•adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;

•a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;

•our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;

•the adequacy of our cash resources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

•authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial Accounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, the NASDAQ Global Select Market, the New York Stock Exchange LLC, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business; and

•any of the other risks, uncertainties and other factors we identify in our Annual Report on Form 10-K for the year ended June 30, 2021.

3

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PART I

Item 1. Financial Statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)

			December 31, 2021						June 30, 2021
			(Unaudited)						(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $2,364,241 and $2,482,431, respectively)			$	3,057,923					$	2,919,717
Affiliate investments (amortized cost of $238,537 and $202,943, respectively)			429,954						356,734
Non-control/non-affiliate investments (amortized cost of $3,938,560 and $3,372,750, respectively)			3,514,969						2,925,327
Total investments at fair value (amortized cost of $6,541,338 and $6,058,124, respectively)			7,002,846						6,201,778
Cash			45,026						63,610
Receivables for:
Interest, net			15,725						12,575
Other			644						365
Deferred financing costs on Revolving Credit Facility (Note 4)			9,869						11,141
Due from broker			—						12,551
Prepaid expenses			539						1,072
Due from Affiliate (Note 13)			—						—
Total Assets			7,074,649						6,303,092
Liabilities
Revolving Credit Facility (Notes 4 and 8)			472,608						356,937
Public Notes (less unamortized discount and debt issuance costs of $24,842 and $20,061,   respectively) (Notes 6 and 8)			1,340,617						1,114,717
Prospect Capital InterNotes® (less unamortized debt issuance costs of $7,667 and $10,496,    respectively) (Notes 7 and 8)			332,870						498,215
Convertible Notes (less unamortized debt issuance costs of $3,106 and $4,123, respectively) (Notes 5 and 8)			213,563						263,100
Due to Prospect Capital Management (Note 13)			53,439						48,612
Dividends payable			23,457						23,313
Interest payable			26,856						27,359
Due to broker			24,750						14,854
Accrued expenses			3,067						5,151
Due to Prospect Administration (Note 13)			1,611						4,835
Other liabilities			1,022						482
Total Liabilities			2,493,860						2,357,575
Commitments and Contingencies (Note 3)
Preferred Stock, par value $0.001 per share (147,900,000 shares authorized, with 40,000,000 shares of preferred stock authorized for each of the Series A1, Series M1, and Series M2 and 20,000,000 shares of preferred stock authorized for the Series AA1 and 1,000,000 shares of preferred stock authorized for the Series A2 and 6,900,000 shares of preferred stock authorized for the Series A; 11,751,346 Series A1 shares issued and outstanding; 519,211 Series M1 shares issued and outstanding; 0 Series M2 shares issued and outstanding; 0 Series AA1 shares issued and outstanding; 187,000 Series A2 shares issued and outstanding; and 6,000,000 Series A shares issued and outstanding as of December 31, 2021) at carrying value plus cumulative accrued and unpaid dividends (Note 9)			440,661						—
Net Assets as of June 30, 2021			$	—					$	3,945,517
Net Assets Applicable to Common Shares as of December 31, 2021			$	4,140,128					$	—
Components of Net Assets Applicable to Common Shares and Net Assets, respectively
Preferred Stock, par value $0.001 per share (141,000,000 shares authorized, with 40,000,000 shares of preferred stock authorized for each of the Series A1, Series M1, and Series M2 and 20,000,000 shares of preferred stock authorized for the Series AA1 and 1,000,000 shares of preferred stock authorized for the Series A2; 5,163,926 Series A1 shares issued and outstanding; 130,666 Series M1 shares issued and outstanding; 0 Series M2 shares issued and outstanding; 0 Series AA1 shares issued and outstanding; and 187,000 Series A2 shares issued and outstanding as of June 30, 2021) (Note 9)			$	—					137,040
Common stock, par value $0.001 per share (1,852,100,000 common shares authorized; 390,584,255 and 388,419,573 issued and outstanding, respectively) (Note 9)			391						388
Paid-in capital in excess of par (Note 9 and 12)			4,056,544						4,040,748
Total distributable earnings (loss) (Note 12)			83,193						(232,659)
Net Assets as of June 30, 2021			$	—					$	3,945,517
Net Assets Applicable to Common Shares as of December 31, 2021			$	4,140,128					$	—
Net Asset Value Per Common Share (Note 16)			$	10.60					$	9.81

See notes to consolidated financial statements.

4

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Investment Income
Interest income:
Control investments			$	57,110					$	50,633					$	112,941					$	99,360
Affiliate investments			6,675						10,826						16,752						18,188
Non-control/non-affiliate investments			60,132						52,029						117,661						103,279
Structured credit securities			18,256						31,299						41,090						56,199
Total interest income			142,173						144,787						288,444						277,026
Dividend income:
Control investments			5,687						2,261						6,937						2,261
Affiliate investments			—						—						—						—
Non-control/non-affiliate investments			17						19						34						44
Total dividend income			5,704						2,280						6,971						2,305
Other income:
Control investments			11,703						20,545						28,735						29,616
Affiliate investments			126						64						3,942						64
Non-control/non-affiliate investments			15,670						4,616						16,758						6,161
Total other income (Note 10)			27,499						25,225						49,435						35,841
Total Investment Income			175,376						172,292						344,850						315,172
Operating Expenses
Base management fee (Note 13)			33,843						27,833						66,046						54,683
Income incentive fee (Note 13)			19,589						20,717						39,329						35,103
Interest and credit facility expenses			29,679						33,727						57,717						67,776
Allocation of overhead from Prospect Administration (Note 13)			2,239						3,426						6,765						8,083
Audit, compliance and tax related fees			329						340						946						1,278
Directors’ fees			113						113						229						226
Excise tax			—						—						—						—
Other general and administrative expenses			4,027						4,575						6,892						8,917
Total Operating Expenses			89,819						90,731						177,924						176,066
Net Investment Income			85,557						81,561						166,926						139,106
Net Realized and Net Change in Unrealized Gains (Losses) from Investments
Net realized gains (losses)
Control investments			3						—						6						2,832
Affiliate investments			—						3,724						—						3,724
Non-control/non-affiliate investments			(9,230)						3						(9,834)						14
Net realized (losses) gains			(9,227)						3,727						(9,828)						6,570
Net change in unrealized gains
Control investments			134,066						168,053						256,396						181,588
Affiliate investments			31,589						19,233						37,626						85,706
Non-control/non-affiliate investments			15,479						38,487						23,832						66,323
Net change in unrealized gains			181,134						225,773						317,854						333,617
Net Realized and Net Change in Unrealized Gains from Investments			171,907						229,500						308,026						340,187
Net realized (losses) on extinguishment of debt			(3,851)						(5,094)						(9,208)						(5,580)
Net Increase in Net Assets Resulting from Operations			253,613						305,967						465,744						473,713
Preferred stock dividend			7,202						46						9,609						46
Net Increase in Net Assets Resulting from Operations applicable to Common Stockholders			$	246,411					$	305,921					$	456,135					$	473,667
Basic and diluted earnings per common share (Note 11)
Basic			$	0.63					$	0.80					$	1.17					$	1.25
Diluted			$	0.61					$	0.80					$	1.13					$	1.25
Weighted-average shares of common stock outstanding (Note 11)
Basic			389,991,324						381,157,121						389,438,733						378,534,006
Diluted			417,952,347						381,817,317						412,840,135						378,864,104

See notes to consolidated financial statements.

5

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share data)

(Unaudited)

						Common Stock
For the Three Months Ended December 31, 2021						Shares						Par						Paid-in-capital in excess of par						Distributable earnings (loss)						Total Net Asset Applicable to Common Shares
Balance as of September 30, 2021						389,504,713						$390						$	4,035,851					$	(92,978)					$	3,943,263
Net Increase in Net Assets resulting from Operations:
Net investment income																								85,557						85,557
Net realized losses																								(13,078)						(13,078)
Net change in unrealized gains																								181,134						181,134
Distributions to Shareholders(1)
Distributions from earnings																								(77,442)						(77,442)
Capital Transactions
Reclassification of preferred stock issuance costs to temporary equity(2)																		11,970												11,970
Shares issued through reinvestment of dividends						1,069,426						1						8,633												8,634
Conversion of preferred stock to common stock						10,116												90												90
Total increase (decrease) for the three months ended December 31, 2021						1,079,542						1						20,693						176,171						196,865
Balance as of December 31, 2021						390,584,255						$	391					$	4,056,544					$	83,193					$	4,140,128

						Preferred Stock						Common Stock
For the Three Months Ended December 31, 2020						Liquidation Value						Shares						Par						Paid-in capital in excess of par						Distributable earnings (loss)						Total Net Assets
Balance as of September 30, 2020						$	—					378,776,958						$379						$	3,999,430					$	(818,782)					$	3,181,027
Net Increase in Net Assets resulting from Operations:
Net investment income																														81,561						81,561
Net realized losses																														(1,367)						(1,367)
Net change in unrealized gains																														225,773						225,773
Distributions to Shareholders(1)
Distributions from earnings																														(68,870)						(68,870)
Capital Transactions
Issuance of preferred stock						13,786																		(2,031)												11,755
Shares issued through reinvestment of dividends												5,320,687						5						26,636												26,641
Tax reclassifications of net assets (Note 12)																								(57)						57						—
Total increase for the three months ended December 31, 2020						13,786						5,320,687						5						24,548						237,154						275,493
Balance as of December 31, 2020						$	13,786					384,097,645						$	384					$	4,023,978					$	(581,628)					$	3,456,520

(1) We have not yet finalized return of capital estimates for the tax year ended August 31, 2021. See Note 2 and Note 12 within the accompanying notes to consolidated financial statements for further discussion.

(2) Preferred stock issuance costs include offering costs and underwriting costs related to the issuance of preferred stock. During the three months ended December 31, 2021, we have reclassified all preferred stock issuance costs related to preferred stock issued as temporary equity following our reclassification of preferred stock during the three months ended September 30, 2021. Refer to Note 9 within the accompanying notes to the consolidated financial statements for further discussion.

See notes to consolidated financial statements.

6

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

(in thousands, except share data)

(Unaudited)

						Preferred Stock						Common Stock
Six Months Ended December 31, 2021						Liquidation Value						Shares						Par						Paid-in capital in excess of par						Distributable earnings (loss)						Total Net Assets Applicable to Common Shares
Balance as of June 30, 2021						$	137,040					388,419,573						$388						$	4,040,748					$	(232,659)					$	3,945,517
Net Increase in Net Assets Resulting from Operations:
Net investment income																														166,926						166,926
Net realized losses																														(19,036)						(19,036)
Net change in unrealized gains																														317,854						317,854
Distributions to Shareholders(1)
Distributions from earnings																														(149,892)						(149,892)
Capital Transactions
Issuance of preferred stock						7,866																		(13,239)												(5,373)
Reclassification of preferred stock issuance costs to temporary equity(3)																								11,970												11,970
Shares issued through reinvestment of dividends						8						2,148,594						3						16,921												16,932
Conversion of preferred stock to common stock												16,088												144												144
Reclassification of preferred stock to temporary equity(2)						(144,914)																														(144,914)
Total (decrease) increase for the six months ended December 31, 2021						(137,040)						2,164,682						3						15,796						315,852						194,611
Balance as of December 31, 2021						$	—					390,584,255						$	391					$	4,056,544					$	83,193					$	4,140,128

						Preferred Stock						Common Stock
Six Months Ended December 31, 2020						Liquidation Value						Shares						Par						Paid-in capital in excess of par						Distributable earnings (loss)						Total Net Assets
Balance as of June 30, 2020						$	—					373,538,499						$	374					$	3,986,417					$	(930,930)					$	3,055,861
Net Increase in Net Assets Resulting from Operations:
Net investment income																														139,106						139,106
Net realized gains																														990						990
Net change in unrealized gains																														333,617						333,617
Distributions to Shareholders(1)
Distributions from earnings																														(124,468)						(124,468)
Return of capital to common stockholders																								(12,263)												(12,263)
Capital Transactions
Issuance of Preferred Stock						13,786																		(2,031)												11,755
Shares issued through reinvestment of dividends												10,559,146						10						51,912												51,922
Tax reclassifications of net assets (Note 12)																								(57)						57						—
Total increase for the six months ended December 31, 2020						13,786						10,559,146						10						37,561						349,302						400,659
Balance as of December 31, 2020						$	13,786					384,097,645						$	384					$	4,023,978					$	(581,628)					$	3,456,520

(1) Certain reclassifications have been made in the presentation of prior year and prior quarter amounts to conform to the presentation for the current fiscal year. In addition, we have not yet finalized return of capital estimates for the tax year ended August 31, 2021. See Note 2 and Note 12 within the accompanying notes to consolidated financial statements for further discussion.

(2) Preferred Stock issued prior to our 5.35% Series A Preferred Stock issuance reclassified to temporary equity. Refer to Note 9 within the accompanying notes to the consolidated financial statements for further discussion.

(3) Preferred stock issuance costs include offering costs and underwriting costs related to the issuance of preferred stock. During the six months ended December 31, 2021, we have reclassified all preferred stock issuance costs related to preferred stock issued as temporary equity following our reclassification of preferred stock during the three months ended September 30, 2021. Refer to Note 9 within the accompanying notes to the consolidated financial statements for further discussion.

See notes to consolidated financial statements.

7

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share data)

(Unaudited)

			Six Months Ended December 31,
			2021						2020
Operating Activities
Net increase in net assets resulting from operations			$	465,744					$	473,713
Net realized losses on extinguishment of debt			9,208						5,580
Net realized losses (gains) on investments			9,828						(6,570)
Net change in unrealized (gains) on investments			(317,854)						(333,617)
Amortization of (accretion of premiums) discounts, net			28,767						(20,161)
Accretion of original issue discount			1,319						538
Amortization of deferred financing costs			4,105						3,770
Payment-in-kind interest			(34,712)						(37,824)
Structuring fees			(14,844)						(14,273)
Change in operating assets and liabilities:
Payments for purchases of investments			(1,230,485)						(470,622)
Proceeds from sale of investments and collection of investment principal			758,232						489,990
Increase in due to broker			9,896						30
Increase in due to Prospect Capital Management			4,827						6,069
Increase in interest receivable, net			(3,150)						(2,031)
Decrease in interest payable			(503)						(1,879)
Decrease in accrued expenses			(2,084)						(136)
Decrease in due from broker			12,551						1,063
Increase (Decrease) in other liabilities			540						(1,124)
Increase in other receivables			(279)						(2,800)
Increase in due from affiliate			—						(6)
Decrease in prepaid expenses			533						698
(Decrease) Increase in due to Prospect Administration			(3,224)						2,240
Net Cash (Used in) Provided by Operating Activities			(301,585)						92,648
Financing Activities
Borrowings under Revolving Credit Facility (Note 4)			968,618						495,300
Principal payments under Revolving Credit Facility (Note 4)			(852,947)						(447,941)
Issuances of Public Notes, net of original issue discount (Note 6)			294,798						—
Redemptions of Public Notes (Note 6)			(69,319)						(42,337)
Redemptions of Convertible Notes, net (Note 5)			(51,872)						(96,958)
Issuances of Prospect Capital InterNotes® (Note 7)			120,322						81,467
Redemptions of Prospect Capital InterNotes®, net (Note 7)			(288,496)						(2,689)
Financing costs paid and deferred			(7,773)						(1,534)
Proceeds from issuance of preferred stock, net of underwriting costs			304,079						12,407
Offering costs from issuance of preferred stock			(3,053)						(652)
Dividends paid and distributions to stockholders			(131,356)						(84,175)
Net Cash Provided by (Used in) Financing Activities			283,001						(87,112)
Net (Decrease) Increase in Cash			(18,584)						5,536
Cash at beginning of period			63,610						44,561
Cash at End of Period			$	45,026					$	50,097
Supplemental Disclosures
Cash paid for interest			$	52,796					$	65,346
Non-Cash Financing Activities
Value of shares issued through reinvestment of dividends			$	17,033					$	51,922

See notes to consolidated financial statements.

8

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Control Investments (greater than 25.00% voting control)(40)
CP Energy Services Inc. (20)			Energy Equipment & Services			Senior Secured Term Loan			10/1/2017			12.00% (3ML+ 11.00%)			1.00			1/31/2024			$44,002			$44,002			$44,002			1.1%			(10)(39)
						Senior Secured Term Loan A to Spartan Energy Services, LLC			10/20/2014			9.00% (1ML+ 8.00%)			1.00			12/31/2022			16,019			16,019			16,019			0.4%			(10)(39)
						Series A Preferred Units to Spartan Energy Holdings, Inc. (10,000 shares)			9/25/2020						—			N/A			—			26,193			15,717			0.4%			(16)
						Series B Convertible Preferred Stock (790 shares)			10/30/2015						—			N/A			—			63,225			—			—%			(16)
						Common Stock (102,924 shares)			8/2/2013						—			N/A			—			86,240			—			—%			(16)
																								235,679			75,738			1.9%
Credit Central Loan Company, LLC (21)			Consumer Finance			First Lien Term Loan			12/28/2012			10.00% plus 10.00% PIK			—			6/30/2025			71,695			69,440			71,695			1.8%			(14)(39)
						Class A Units (14,867,312 units)			12/28/2012						—			N/A			—			19,331			17,830			0.4%			(14)(16)
						Net Revenues Interest (25% of Net Revenues)			1/28/2015						—			N/A			—			—			—			—%			(14)(16)
																								88,771			89,525			2.2%
Echelon Transportation, LLC			Aerospace & Defense			Senior Secured Term Loan			3/31/2014			11.75% (1ML+ 9.75%) plus 2.25% PIK			2.00			3/31/2022			56,168			56,168			55,816			1.3%			(10)(39)
						Senior Secured Term Loan			12/9/2016			11.00% (1ML+ 9.00%) plus 1.00% PIK			2.00			12/7/2024			24,342			24,342			24,189			0.6%			(10)(39)
						Membership Interest (100%)			3/31/2014						—			N/A			—			22,738			—			—%			(16)
																								103,248			80,005			1.9%
First Tower Finance Company LLC (23)			Consumer Finance			First Lien Term Loan			6/24/2014			10.00% plus 12.00% PIK			—			2/18/2025			330,799			330,799			330,799			8.1%			(14)(39)
						Class A Units (95,709,910 units)			6/14/2012						—			N/A			—			31,146			294,298			7.1%			(14)(16)
																								361,945			625,097			15.2%
Freedom Marine Solutions, LLC (24)			Energy Equipment & Services			Membership Interest (100%)			11/9/2006						—			N/A			—			44,492			11,867			0.3%			(16)
																								44,492			11,867			0.3%
InterDent, Inc.			Health Care Providers & Services			Senior Secured Term Loan A/B			8/1/2018			16.65% (1ML+ 14.65%)			2.00			9/5/2022			14,249			14,249			14,249			0.3%			(10)
						Senior Secured Term Loan A			8/3/2012			6.50% (1ML+ 5.50%)			1.00			9/5/2022			86,773			86,773			86,773			2.1%			(10)
						Senior Secured Term Loan B			8/3/2012			12.00% PIK			—			9/5/2022			153,052			153,052			153,052			3.7%			(39)
						Common Stock (99,900 shares)			5/3/2019						—			N/A			—			45,118			194,060			4.8%			(16)
																								299,192			448,134			10.9%
Kickapoo Ranch Pet Resort			Diversified Consumer Services			Membership Interest (100%)			8/26/2019						—			N/A			—			2,378			3,833			0.1%			(16)
																								2,378			3,833			0.1%
MITY, Inc. (25)			Commercial Services & Supplies			Senior Secured Note A			9/19/2013			10.00% (3ML+ 7.00%)			3.00			4/30/2025			31,426			31,426			31,426			0.8%			(10)(39)
						Senior Secured Note B			6/23/2014			10.00% (3ML+ 7.00%) plus 10.00% PIK			3.00			4/30/2025			17,815			17,815			17,815			0.4%			(10)(39)
						Subordinated Unsecured Note to Broda Enterprises ULC			9/19/2013			10.00%			—			1/1/2028			5,824			7,200			5,824			0.1%			(14)
						Common Stock (42,053 shares)			9/19/2013						—			N/A			—			27,349			—			—%			(16)
																								83,790			55,065			1.3%

See notes to consolidated financial statements.

9

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Control Investments (greater than 25.00% voting control)(40)
National Property REIT Corp. (26)			Equity Real Estate Investment Trusts (REITs) / Online Lending / Structured Finance			Senior Secured Term Loan A			12/31/2018			4.44% (3ML+ 1.44%) plus 3.53% PIK			3.00			12/31/2023			$287,150			$287,150			$287,150			6.9%			(10)(39)
						Senior Secured Term Loan B			12/31/2018			5.00% (3ML+ 2.00%) plus 5.50% PIK			3.00			12/31/2023			6,600			6,600			6,600			0.2%			(10)(39)
						Senior Secured Term Loan C			10/31/2019			11.00% (3ML+ 10.00%) plus 2.25% PIK			1.00			12/31/2023			108,600			108,600			108,600			2.6%			(10)(39)
						Senior Secured Term Loan D			6/19/2020			3.50% (3ML+ 0.50%) plus 2.50% PIK			3.00			12/31/2023			183,425			183,425			183,425			4.4%			(10)(39)
						Residual Profit Interest			12/31/2018						—			N/A			—			—			50,700			1.2%			(35)
						Common Stock (3,274,921 shares)			12/31/2013						—			N/A			—			3,410			587,323			14.1%			(16)(45)
																								589,185			1,223,798			29.4%
Nationwide Loan Company LLC (27)			Consumer Finance			First Lien Term Loan			6/18/2014			10.00% plus 10.00% PIK			—			6/18/2022			20,260			20,260			20,260			0.5%			(14)(39)
						Class A Units (38,550,460 units)			1/31/2013						—			N/A			—			20,846			29,963			0.7%			(14)
																								41,106			50,223			1.2%
NMMB, Inc. (28)			Media			Delayed Draw Term Loan - $10,000 Commitment			3/25/2020			10.50% (3ML+ 8.50%)			2.00			12/30/2024			—			—			—			—%			(10)(15)
						Senior Secured Note			12/30/2019			10.50% (3ML+ 8.50%)			2.00			12/30/2024			4,798			4,798			4,798			0.1%			(3)(10)
						Common Stock (21,418 shares)			12/30/2019						—			N/A			—			12,869			73,917			1.8%
																								17,667			78,715			1.9%
Pacific World Corporation (36)			Personal Products			Revolving Line of Credit - $26,000 Commitment			9/26/2014			8.25% (1ML+ 7.25%)			1.00			9/26/2025			25,647			25,647			25,647			0.6%			(10)(15)(39)
						Senior Secured Term Loan A			12/31/2014			6.25% PIK (1ML+ 5.25%)			1.00			9/26/2025			42,972			42,972			38,589			0.9%			(10)(39)
						Convertible Preferred Equity (313,013 shares)			6/15/2018						—			N/A			2,500			189,295			615			—%			(16)
						Common Stock (6,778,414 shares)			9/29/2017						—			N/A			—			—			—			—%			(16)
																								257,914			64,851			1.5%
R-V Industries, Inc.			Machinery			Senior Secured Term Loan			12/15/2020			10.00% (3ML+ 9.00%)			1.00			12/15/2028			28,622			28,622			28,622			0.7%			(3)(10)
						Common Stock (745,107 shares)			6/26/2007						—			N/A			—			6,866			22,870			0.6%
																								35,488			51,492			1.3%
Universal Turbine Parts, LLC (34)			Trading Companies & Distributors			Delayed Draw Term Loan - $6,965 Commitment			2/28/2019			10.25% (1ML+ 7.75%)			2.50			4/5/2024			3,157			3,157			3,157			0.1%			(10)(15)
						Senior Secured Term Loan A			7/22/2016			6.75% (3ML+ 5.75%)			1.00			4/5/2024			29,575			29,575			24,199			0.6%			(10)
						Preferred Units (47,244,213 units)			3/31/2021						—			N/A			—			32,500			—			—%			(16)
						Common Stock (10,000 units)			12/10/2018						—			N/A			—			—			—			—%			(16)
																								65,232			27,356			0.7%
USES Corp. (30)			Commercial Services & Supplies			Senior Secured Term Loan A			3/31/2014			9.00% PIK			—			7/29/2024			57,702			30,651			23,707			0.6%			(9)
						Senior Secured Term Loan B			3/31/2014			15.50% PIK			—			7/29/2024			83,828			35,568			—			—%			(9)
						Senior Secured Term Loan			12/30/2020			10.00% (1ML+ 9.00%)			1.00			7/29/2024			2,000			2,000			2,000			—%			(10)
						Common Stock (268,962 shares)			6/15/2016						—			N/A			—			—			—			—%			(16)
																								68,219			25,707			0.6%
Valley Electric Company, Inc. (31)			Construction & Engineering			Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc.			12/31/2012			8.00% (3ML+ 5.00%) plus 2.50% PIK			3.00			12/31/2024			10,430			10,430			10,430			0.3%			(3)(10)(39)
						Senior Secured Note			6/24/2014			8.00% plus 10.00% PIK			—			6/23/2024			33,301			33,301			33,301			0.8%			(39)
						Consolidated Revenue Interest (2.00%)			6/22/2018						—			N/A			—			—			1,552			—%			(12)
						Common Stock (50,000 shares)			12/31/2012						—			N/A			—			26,204			101,234			2.4%
																								69,935			146,517			3.5%
Total Control Investments (Level 3)																								$2,364,241			$3,057,923			73.9%

See notes to consolidated financial statements.

10

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Affiliate Investments (5.00% to 24.99% voting control)(41)
Nixon, Inc. (32)			Textiles, Apparel & Luxury Goods			Common Stock (857 units)			5/12/2017						—			N/A			$	—		$	—		$	—		—		%	(16)
																								—			—			—		%
PGX Holdings, Inc. (6)			Diversified Consumer Services			First Lien Term Loan			7/21/2021			9.25% (1ML+ 7.75%)			1.50			7/21/2026			67,818			67,818			67,818			1.6		%	(3)(8)(10)
						Second Lien Term Loan			7/21/2021			13.25% (1ML+ 11.75%)			1.50			7/27/2027			153,931			153,931			153,931			3.7		%	(3)(10)
						Common Stock (40,780,359 shares)			5/27/2020						—			N/A			—			—			153,759			3.7		%	(16)
																								221,749			375,508			9.0		%
RGIS Services, LLC			Commercial Services & Supplies			Senior Secured Term Loan			6/25/2020			8.50% (2ML+ 7.50%)			1.00			6/25/2025			3,680			3,680			3,680			0.1		%	(8)(10)
						Membership Interest (5.11%)			6/25/2020						—			N/A			—			10,303			15,256			0.4		%
																								13,983			18,936			0.5		%
Targus Cayman HoldCo Limited (33)			Textiles, Apparel & Luxury Goods			Common Stock (7,383,395 shares)			2/12/2016						—			N/A			—			2,805			35,510			0.9		%	(16)
																								2,805			35,510			0.9		%
Total Affiliate Investments (Level 3)																								$	238,537		$	429,954		10.4		%

See notes to consolidated financial statements.

11

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
8th Avenue Food & Provisions, Inc.			Food Products			Second Lien Term Loan			9/21/2018			7.85% (1ML+ 7.75%)			—			10/1/2026			$	32,133		$	31,946		$	32,133		0.8		%	(3)(8)(10)
																								31,946			32,133			0.8		%
ABG Intermediate Holdings 2 LLC			Textiles, Apparel & Luxury Goods			Second Lien Term Loan			12/20/2021			6.65% (SOFR+ 6.15%)			0.50			12/20/2029			9,000			8,933			9,000			0.2		%	(8)(10)
																								8,933			9,000			0.2		%
AmeriLife Holdings, LLC			Insurance			Second Lien Term Loan			3/18/2020			9.50% (6ML+ 8.50%)			1.00			3/18/2028			22,280			21,939			22,280			0.5		%	(3)(8)(10)
																								21,939			22,280			0.5		%
Apidos CLO XI			Structured Finance			Subordinated Structured Note			12/6/2012			Residual Interest, current yield 8.80%			—			4/17/2034			67,783			37,315			29,730			0.7		%	(5)(14)
																								37,315			29,730			0.7		%
Apidos CLO XII			Structured Finance			Subordinated Structured Note			3/15/2013			Residual Interest, current yield 4.71%			—			4/15/2031			52,203			35,874			29,849			0.7		%	(5)(14)
																								35,874			29,849			0.7		%
Apidos CLO XV			Structured Finance			Subordinated Structured Note			9/13/2013			Residual Interest, current yield 6.48%			—			4/21/2031			48,515			37,055			29,064			0.7		%	(5)(14)
																								37,055			29,064			0.7		%
Apidos CLO XXII			Structured Finance			Subordinated Structured Note			9/16/2015			Residual Interest, current yield 8.31%			—			4/21/2031			35,855			29,748			25,748			0.6		%	(5)(14)
																								29,748			25,748			0.6		%
Atlantis Health Care Group (Puerto Rico), Inc.			Health Care Providers & Services			Revolving Line of Credit - $3,000 Commitment			2/21/2013			10.75% (3ML+ 8.75%)			2.00			4/29/2022			—			—			—			—		%	(10)(15)
						Senior Secured Term Loan			2/21/2013			10.75% (3ML+ 8.75%)			2.00			4/29/2022			65,756			65,756			65,756			1.6		%	(3)(10)
																								65,756			65,756			1.6		%
Barings CLO 2018-III			Structured Finance			Subordinated Structured Note			10/9/2014			Residual Interest, current yield 0.00%			—			7/20/2029			83,098			40,097			31,203			0.8		%	(5)(14)(17)
																								40,097			31,203			0.8		%
BCPE North Star US Holdco 2, Inc.			Food Products			Delayed Draw Term Loan - $5,185 Commitment			6/7/2021			8.00% (3ML+ 7.25%)			0.75			6/10/2023			—			—			—			—		%	(8)(10)(15)
						Second Lien Term Loan			6/7/2021			8.00% (3ML+ 7.25%)			0.75			6/11/2029			94,815			94,538			94,815			2.3		%	(3)(8)(10)
																								94,538			94,815			2.3		%
BCPE Osprey Buyer, Inc.			Health Care Technology			Revolving Line of Credit - $4,239 Commitment			10/18/2021			6.50% (3ML+ 5.75%)			0.75			8/21/2026			—			—			—			—		%	(8)(10)(15)
						Delayed Draw Term Loan - $22,609 Commitment			10/18/2021			6.50% (3ML+ 5.75%)			0.75			8/23/2028			—			—			—			—		%	(8)(10)(15)
						First Lien Term Loan			10/18/2021			6.50% (3ML+ 5.75%)			0.75			8/23/2028			65,000			65,000			65,000			1.6		%	(8)(10)
																								65,000			65,000			1.6		%
Broder Bros., Co.			Textiles, Apparel & Luxury Goods			Senior Secured Note			12/4/2017			8.00% (3ML+ 7.00%)			1.00			12/4/2025			185,527			185,527			185,527			4.5		%	(3)(10)
																								185,527			185,527			4.5		%
Brookside Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			4/25/2013			Residual Interest, current yield 0.00%			—			1/17/2028			36,300			14,317			6,023			0.1		%	(5)(14)(17)
																								14,317			6,023			0.1		%
California Street CLO IX Ltd.			Structured Finance			Subordinated Structured Note			4/19/2012			Residual Interest, current yield 10.30%			—			7/16/2032			58,915			43,425			30,047			0.7		%	(5)(14)
																								43,425			30,047			0.7		%
Candle-Lite Company, LLC			Household Products			Senior Secured Term Loan A			1/23/2018			6.75% (3ML+ 5.50%)			1.25			1/23/2023			10,112			10,112			10,112			0.2		%	(3)(10)
						Senior Secured Term Loan B			1/23/2018			10.75% (3ML+ 9.50%)			1.25			1/23/2023			10,949			10,949			10,949			0.3		%	(3)(10)
																								21,061			21,061			0.5		%
Capstone Logistics Acquisition, Inc.			Commercial Services & Supplies			Second Lien Delayed Draw Term Loan - $1,500 Commitment			11/12/2020			9.75% (1ML+ 8.75%)			1.00			11/13/2028			—			—			—			—		%	(8)(10)(15)
						Second Lien Term Loan			11/12/2020			9.75% (1ML+ 8.75%)			1.00			11/13/2028			8,500			8,226			8,500			0.2		%	(3)(8)(10)
																								8,226			8,500			0.2		%

See notes to consolidated financial statements.

12

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Carlyle C17 CLO Limited			Structured Finance			Subordinated Structured Note			1/24/2013			Residual Interest, current yield 11.59%			—			4/30/2031			$	24,870		$	15,434		$	13,435		0.3		%	(5)(14)
																								15,434			13,435			0.3		%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.			Structured Finance			Subordinated Structured Note			4/7/2017			Residual Interest, current yield 11.63%			—			7/15/2030			25,534			19,151			16,517			0.4		%	(5)(14)
																								19,151			16,517			0.4		%
Carlyle Global Market Strategies CLO 2016-3, Ltd.			Structured Finance			Subordinated Structured Note			8/9/2016			Residual Interest, current yield 9.92%			—			7/20/2034			32,200			32,079			27,443			0.7		%	(5)(14)
																								32,079			27,443			0.7		%
Cent CLO 21 Limited			Structured Finance			Subordinated Structured Note			5/15/2014			Residual Interest, current yield 5.05%			—			7/29/2030			49,552			37,405			30,169			0.7		%	(5)(14)
																								37,405			30,169			0.7		%
CIFC Funding 2013-III-R, Ltd.			Structured Finance			Subordinated Structured Note			8/2/2013			Residual Interest, current yield 9.43%			—			4/24/2031			44,100			28,022			20,801			0.5		%	(5)(14)
																								28,022			20,801			0.5		%
CIFC Funding 2013-IV, Ltd.			Structured Finance			Subordinated Structured Note			10/22/2013			Residual Interest, current yield 12.59%			—			4/28/2031			45,500			31,892			29,548			0.7		%	(5)(14)
																								31,892			29,548			0.7		%
CIFC Funding 2014-IV-R, Ltd.			Structured Finance			Subordinated Structured Note			8/5/2014			Residual Interest, current yield 10.16%			—			10/17/2030			50,143			30,661			25,241			0.6		%	(5)(14)
																								30,661			25,241			0.6		%
CIFC Funding 2016-I, Ltd.			Structured Finance			Subordinated Structured Note			12/9/2016			Residual Interest, current yield 11.86%			—			10/21/2031			34,000			30,214			29,357			0.7		%	(5)(14)
																								30,214			29,357			0.7		%
Collections Acquisition Company, Inc.			Diversified Financial Services			Senior Secured Term Loan			12/3/2019			10.15% (3ML+ 7.65%)			2.50			6/3/2024			30,165			30,165			30,165			0.7		%	(3)(10)
																								30,165			30,165			0.7		%
Columbia Cent CLO 27 Limited			Structured Finance			Subordinated Structured Note			12/18/2013			Residual Interest, current yield 14.36%			—			10/25/2028			48,978			28,591			28,795			0.7		%	(5)(14)
																								28,591			28,795			0.7		%
CP IRIS Holdco I, Inc. (49)			Building Products			Second Lien Term Loan			10/1/2021			7.50% (1ML+ 7.00%)			0.50			10/1/2029			35,000			35,000			35,000			0.8		%	(3)(8)(10)
																								35,000			35,000			0.8		%
Curo Group Holdings Corp.			Consumer Finance			Senior Secured Note			7/30/2021			7.50%			—			8/1/2028			44,000			44,051			44,403			1.1		%	(8)(14)(47)
																								44,051			44,403			1.1		%
DRI Holding Inc.			Commercial Services & Supplies			First Lien Term Loan			12/21/2021			5.75% (1ML+ 5.25%)			0.50			12/21/2028			20,000			20,000			20,000			0.5		%	(8)(10)
						Second Lien Term Loan			12/21/2021			8.50% (1ML+ 8.00%)			0.50			12/21/2029			135,000			135,000			135,000			3.3		%	(10)
																								155,000			155,000			3.8		%
Dunn Paper, Inc.			Paper & Forest Products			First Lien Term Loan			11/18/2019			6.25% (3ML+ 5.25%)			1.00			8/26/2022			4,468			4,440			4,447			0.1		%	(3)(8)(10)
						Second Lien Term Loan			8/26/2016			10.25% (3ML+ 9.25%)			1.00			8/26/2023			11,500			11,445			10,756			0.3		%	(3)(8)(10)
																								15,885			15,203			0.4		%
Easy Gardener Products, Inc.			Household Durables			Third Lien Term Loan			6/11/2020			10.25% (3ML+ 10.00%)			0.25			9/30/2024			3,930			3,930			3,930			0.1		%	(10)
						Class A Units of EZG Holdings, LLC (200 units)			6/11/2020						—			N/A			—			313			781			—		%	(16)
						Class B Units of EZG Holdings, LLC (12,525 units)			6/11/2020						—			N/A			—			1,688			5,078			0.1		%	(16)
																								5,931			9,789			0.2		%
Engine Group, Inc. (7)			Media			Senior Secured Term Loan			11/17/2020			5.75% (1ML+ 4.75%)			1.00			11/17/2023			8,461			8,461			8,045			0.2		%	(8)(10)
						Class B Common Units (1,039,554 units)			11/17/2020						—			N/A			—			26,991			—			—		%	(8)(16)
																								35,452			8,045			0.2		%
Engineered Machinery Holdings, Inc.			Machinery			Incremental Amendment No. 2 Term Loan			5/6/2021			7.25% (3ML+ 6.50%)			0.75			7/18/2025			5,000			4,979			5,000			0.1		%	(3)(8)(10)
						Incremental Amendment No. 3 Term Loan			8/6/2021			6.75% (3ML+ 6.00%)			0.75			5/21/2029			5,000			5,000			5,000			0.1		%	(3)(8)(10)
																								9,979			10,000			0.2		%

See notes to consolidated financial statements.

13

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Enseo Acquisition, Inc.			IT Services			First Lien Term Loan			6/2/2021			9.00% (3ML+ 8.00%)			1.00			6/2/2026			$	54,725		$	54,725		$	54,725		1.3		%	(3)(10)
																								54,725			54,725			1.3		%
EXC Holdings III Corp			Technology Hardware, Storage & Peripherals			Second Lien Term Loan			11/17/2017			8.50% (3ML+ 7.50%)			1.00			12/1/2025			12,500			12,439			12,500			0.3		%	(3)(8)(10)
																								12,439			12,500			0.3		%
Eze Castle Integration, Inc. (f/k/a/ H.I.G. ECI Merger Sub, Inc.)			IT Services			Delayed Draw Term Loan - $1,786 Commitment			7/15/2020			10.00% (1ML+ 8.50%)			1.50			7/15/2025			—			—			—			—		%	(10)(15)
						First Lien Term Loan			7/15/2020			10.00% (1ML+ 8.50%)			1.50			7/15/2025			46,981			46,981			46,981			1.1		%	(3)(10)
																								46,981			46,981			1.1		%
First Brands Group			Auto Components			First Lien Term Loan			3/24/2021			6.00% (3ML+ 5.00%)			1.00			3/30/2027			16,624			16,501			16,624			0.4		%	(3)(8)(10)
						Second Lien Term Loan			3/24/2021			9.50% (3ML+ 8.50%)			1.00			3/30/2028			32,000			31,482			32,000			0.8		%	(3)(8)(10)
																								47,983			48,624			1.2		%
Galaxy XV CLO, Ltd.			Structured Finance			Subordinated Structured Note			2/13/2013			Residual Interest, current yield 11.18%			—			10/15/2030			50,524			35,021			27,263			0.7		%	(5)(14)
																								35,021			27,263			0.7		%
Galaxy XXVII CLO, Ltd.			Structured Finance			Subordinated Structured Note			9/30/2013			Residual Interest, current yield 9.58%			—			5/16/2031			24,575			16,551			12,138			0.3		%	(5)(14)
																								16,551			12,138			0.3		%
Galaxy XXVIII CLO, Ltd.			Structured Finance			Subordinated Structured Note			5/30/2014			Residual Interest, current yield 7.60%			—			7/15/2031			39,905			28,487			17,573			0.4		%	(5)(14)
																								28,487			17,573			0.4		%
Global Tel*Link Corporation			Diversified Telecommunication Services			First Lien Term Loan			8/7/2019			4.35% (1ML+ 4.25%)			—			11/29/2025			9,728			9,472			9,728			0.2		%	(3)(8)(10)
						Second Lien Term Loan			11/20/2018			8.35% (1ML+ 8.25%)			—			11/29/2026			47,670			46,641			47,670			1.2		%	(3)(8)(10)
																								56,113			57,398			1.4		%
Halcyon Loan Advisors Funding 2012-1 Ltd.			Structured Finance			Subordinated Structured Note			8/7/2012			Residual Interest, current yield 0.00%			—			8/15/2023			23,188			3,704			19			—		%	(5)(14)(17)
																								3,704			19			—		%
Halcyon Loan Advisors Funding 2013-1 Ltd.			Structured Finance			Subordinated Structured Note			3/8/2013			Residual Interest, current yield 0.00%			—			4/15/2025			40,400			19,984			33			—		%	(5)(14)(17)
																								19,984			33			—		%
Halcyon Loan Advisors Funding 2014-1 Ltd.			Structured Finance			Subordinated Structured Note			2/7/2014			Residual Interest, current yield 0.00%			—			4/20/2026			24,500			11,822			64			—		%	(5)(14)(17)
																								11,822			64			—		%
Halcyon Loan Advisors Funding 2014-2 Ltd.			Structured Finance			Subordinated Structured Note			4/14/2014			Residual Interest, current yield 0.00%			—			4/28/2025			41,164			21,322			94			—		%	(5)(14)(17)
																								21,322			94			—		%
Halcyon Loan Advisors Funding 2015-3 Ltd.			Structured Finance			Subordinated Structured Note			7/23/2015			Residual Interest, current yield 0.00%			—			10/18/2027			39,598			29,557			367			—		%	(5)(14)(17)
																								29,557			367			—		%
HarbourView CLO VII-R, Ltd.			Structured Finance			Subordinated Structured Note			6/5/2015			Residual Interest, current yield 0.00%			—			7/18/2031			19,025			13,023			5,429			0.1		%	(5)(14)(17)
																								13,023			5,429			0.1		%
Help/Systems Holdings, Inc.			Software			Second Lien Term Loan			11/14/2019			7.50% (3ML+ 6.75%)			0.75			11/19/2027			52,500			52,267			52,500			1.3		%	(3)(8)(10)
																								52,267			52,500			1.3		%
Interventional Management Services, LLC			Health Care Providers & Services			Revolving Line of Credit - $5,000 Commitment			2/22/2021			9.50% (3ML+ 8.50%)			1.00			2/22/2025			5,000			5,000			5,000			0.1		%	(10)(15)
						Senior Secured Term Loan			2/22/2021			9.50% (3ML+ 8.50%)			1.00			2/20/2026			69,090			69,090			69,090			1.7		%	(3)(10)
																								74,090			74,090			1.8		%
Jefferson Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			6/26/2015			Residual Interest, current yield 4.24%			—			10/20/2031			23,594			19,109			13,032			0.3		%	(5)(14)
																								19,109			13,032			0.3		%

See notes to consolidated financial statements.

14

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
K&N Parent, Inc.			Auto Components			First Lien Term Loan			2/20/2020			5.75% (3ML+ 4.75%)			1.00			10/20/2023			$	1,873		$	1,738		$	1,873		—		%	(8)(10)
						Second Lien Term Loan			10/19/2016			9.75% (3ML+ 8.75%)			1.00			10/21/2024			25,887			25,656			25,887			0.6		%	(8)(10)
																								27,394			27,760			0.6		%
Keystone Acquisition Corp. (4)			Health Care Providers & Services			Second Lien Term Loan			5/10/2017			10.25% (1ML+ 9.25%)			1.00			5/1/2025			50,000			50,000			50,000			1.2		%	(3)(8)(10)
																								50,000			50,000			1.2		%
KM2 Solutions LLC			IT Services			First Lien Term Loan			12/17/2020			9.00% (3ML+ 8.00%)			1.00			12/17/2025			24,750			24,750			24,750			0.6		%	(3)(10)
																								24,750			24,750			0.6		%
LCM XIV Ltd.			Structured Finance			Subordinated Structured Note			6/25/2013			Residual Interest, current yield 5.83%			—			7/21/2031			49,933			27,491			19,947			0.5		%	(5)(14)
																								27,491			19,947			0.5		%
LGC US FINCO, LLC			Machinery			First Lien Term Loan			1/17/2020			7.50% (1ML+ 6.50%)			1.00			12/20/2025			28,800			28,198			28,800			0.7		%	(3)(8)(10)
																								28,198			28,800			0.7		%
Magnate Worldwide, LLC			Air Freight & Logistics			Second Lien Term Loan			12/30/2021			8.50% (3ML+ 7.75%)			0.75			12/30/2029			95,000			95,000			95,000			2.3		%	(8)(10)
																								95,000			95,000			2.3		%
Mamba Purchaser, Inc.			Health Care Providers & Services			Second Lien Term Loan			9/29/2021			7.00% (1ML+ 6.50%)			0.50			10/14/2029			5,000			4,976			5,000			0.1		%	(3)(8)(10)
																								4,976			5,000			0.1		%
Medical Solutions Holdings, Inc. (50)			Health Care Providers & Services			Second Lien Term Loan			11/1/2021			7.50% (3ML+ 7.00%)			0.50			11/1/2029			53,000			53,000			53,000			1.3		%	(3)(8)(10)
																								53,000			53,000			1.3		%
Medusind Acquisition, Inc. (19)			Health Care Providers & Services			First Lien Term Loan			9/30/2019			7.50% (3ML+ 6.50%)			1.00			4/8/2024			23,885			23,697			23,885			0.6		%	(3)(10)
																								23,697			23,885			0.6		%
Mountain View CLO 2013-I Ltd.			Structured Finance			Subordinated Structured Note			4/17/2013			Residual Interest, current yield 3.38%			—			10/15/2030			43,650			27,633			16,253			0.4		%	(5)(14)
																								27,633			16,253			0.4		%
Mountain View CLO IX Ltd.			Structured Finance			Subordinated Structured Note			5/13/2015			Residual Interest, current yield 10.99%			—			7/15/2031			47,830			27,210			25,156			0.6		%	(5)(14)
																								27,210			25,156			0.6		%
Nexus Buyer LLC			Capital Markets			Second Lien Term Loan			11/5/2021			6.75% (1ML+ 6.25%)			0.50			11/5/2029			42,500			42,500			42,500			1.0		%	(8)(10)
																								42,500			42,500			1.0		%
Octagon Investment Partners XV, Ltd.			Structured Finance			Subordinated Structured Note			1/24/2013			Residual Interest, current yield 8.03%			—			7/19/2030			42,064			31,197			24,442			0.6		%	(5)(14)
																								31,197			24,442			0.6		%
Octagon Investment Partners 18-R Ltd.			Structured Finance			Subordinated Structured Note			8/12/2015			Residual Interest, current yield 10.01%			—			4/16/2031			46,015			23,644			17,829			0.4		%	(5)(14)
																								23,644			17,829			0.4		%
OneTouchPoint Corp			Professional Services			Senior Secured Term Loan			2/19/2021			9.00% (3ML+ 8.00%)			1.00			2/19/2026			39,893			39,893			39,893			1.0		%	(3)(10)
																								39,893			39,893			1.0		%
Orva Buyer, LLC			Specialty Retail			Senior Secured Term Loan			12/23/2020			9.50% (1ML+ 7.50%)			2.00			12/23/2025			39,690			39,690			39,690			1.0		%	(3)(10)
																								39,690			39,690			1.0		%
PeopleConnect Holdings, LLC (11)			Interactive Media & Services			Senior Secured Term Loan			1/22/2020			10.00% (3ML+ 8.25%)			1.75			1/22/2025			249,831			249,831			249,831			6.0		%	(3)(10)
																								249,831			249,831			6.0		%

See notes to consolidated financial statements.

15

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
PetVet Care Centers, LLC (f/k/a Pearl Intermediate Parent LLC)			Health Care Providers & Services			Second Lien Term Loan			2/1/2018			6.35% (1ML+ 6.25%)			—			2/15/2026			$	11,000		$	10,987		$	11,000		0.3		%	(3)(8)(10)
																								10,987			11,000			0.3		%
PlayPower, Inc.			Leisure Products			First Lien Term Loan			5/7/2019			5.72% (3ML+ 5.50%)			—			5/10/2026			5,873			5,833			5,669			0.1		%	(3)(8)(10)
																								5,833			5,669			0.1		%
Preventics, Inc. (d/b/a Legere Pharmaceuticals) (46)			Health Care Providers & Services			First Lien Term Loan			11/12/2021			11.50% (3ML+ 10.50%)			1.00			11/12/2026			9,289			9,289			9,289			0.3		%	(3)(10)
						Series A Convertible Preferred Stock (320 units)			11/12/2021						—			N/A			—			127			127			—		%	(16)
						Series C Convertible Preferred Stock (3,575 units)			11/12/2021						—			N/A			—			1,419			1,420			—		%	(16)
																								10,835			10,836			0.3		%
RC Buyer, Inc.			Auto Components			Second Lien Term Loan			7/26/2021			7.50% (3ML+ 6.75%)			0.75			7/30/2029			20,000			19,905			20,000			0.5		%	(3)(8)(10)
																								19,905			20,000			0.5		%
Redstone Holdco 2 LP (22)			IT Services			Second Lien Term Loan			4/16/2021			8.50% (3ML+ 7.75%)			0.75			4/27/2029			50,000			49,185			48,962			1.2		%	(3)(8)(10)
																								49,185			48,962			1.2		%
Research Now Group, Inc. & Survey Sampling International LLC			Professional Services			First Lien Term Loan			12/8/2017			6.50% (6ML+ 5.50%)			1.00			12/20/2024			9,600			9,369			9,600			0.2		%	(3)(8)(10)
						Second Lien Term Loan			12/8/2017			10.50% (6ML+ 9.50%)			1.00			12/20/2025			50,000			48,276			50,000			1.2		%	(3)(8)(10)
																								57,645			59,600			1.4		%
Rising Tide Holdings, Inc.			Diversified Consumer Services			Second Lien Term Loan			5/26/2021			9.00% (1ML+ 8.25%)			0.75			6/1/2029			23,000			22,680			23,000			0.6		%	(3)(8)(10)
																								22,680			23,000			0.6		%
RME Group Holding Company			Media			Senior Secured Term Loan A			5/4/2017			8.00% (3ML+ 7.00%)			1.00			5/4/2022			26,521			26,521			26,521			0.7		%	(3)(10)
						Senior Secured Term Loan B			5/4/2017			13.00% (3ML+ 12.00%)			1.00			5/4/2022			21,974			21,974			21,974			0.5		%	(3)(10)
																								48,495			48,495			1.2		%
Romark WM-R Ltd.			Structured Finance			Subordinated Structured Note			4/11/2014			Residual Interest, current yield 3.69%			—			4/21/2031			27,725			21,689			15,056			0.4		%	(5)(14)
																								21,689			15,056			0.4		%
Rosa Mexicano			Hotels, Restaurants & Leisure			Revolving Line of Credit - $500 Commitment			3/29/2018			8.75% (3ML+ 7.50%)			1.25			3/29/2023			456			456			448			—		%	(10)(15)
						Senior Secured Term Loan			3/29/2018			8.75% (3ML+ 7.50%)			1.25			3/29/2023			23,589			23,589			23,204			0.6		%	(10)
																								24,045			23,652			0.6		%
Securus Technologies Holdings, Inc.			Communications Equipment			First Lien Term Loan			8/2/2019			5.50% (3ML+ 4.50%)			1.00			11/1/2024			9,746			9,179			9,662			0.2		%	(3)(8)(10)
						Second Lien Term Loan			6/20/2017			9.25% (3ML+ 8.25%)			1.00			11/1/2025			50,662			50,566			50,640			1.2		%	(3)(8)(10)
																								59,745			60,302			1.4		%
SEOTownCenter, Inc.			IT Services			Senior Secured Term Loan A			4/10/2018			9.50% (3ML+ 7.50%)			2.00			4/7/2023			23,867			23,867			23,867			0.5		%	(3)(10)
						Senior Secured Term Loan B			4/10/2018			14.50% (3ML+ 12.50%)			2.00			4/7/2023			19,027			19,027			19,027			0.5		%	(3)(10)
																								42,894			42,894			1.0		%
Shearer’s Foods, LLC			Food Products			Second Lien Term Loan			9/15/2020			8.75% (3ML+ 7.75%)			1.00			9/23/2028			5,000			4,916			5,000			0.1		%	(3)(8)(10)
																								4,916			5,000			0.1		%
Shutterfly, LLC			Internet & Direct Marketing Retail			2021 Refinancing Term B Loan			7/1/2021			5.75% (3ML+ 5.00%)			0.75			9/25/2026			20,295			20,202			20,259			0.5		%	(3)(8)(10)
																								20,202			20,259			0.5		%
Sorenson Communications, LLC			Diversified Telecommunication Services			First Lien Term Loan			3/12/2021			6.25% (3ML+ 5.50%)			0.75			3/17/2026			16,577			16,424			16,577			0.4		%	(3)(8)(10)
																								16,424			16,577			0.4		%

See notes to consolidated financial statements.

16

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Southern Veterinary Partners			Health Care Providers & Services			Second Lien Term Loan			10/2/2020			8.75% (6ML+ 7.75%)			1.00			10/5/2028			$	8,000		$	7,932		$	8,000		0.2		%	(3)(8)(10)
																								7,932			8,000			0.2		%
Spectrum Holdings III Corp			Health Care Equipment & Supplies			Second Lien Term Loan			1/26/2018			8.00% (6ML+ 7.00%)			1.00			1/31/2026			7,500			7,481			7,037			0.2		%	(3)(8)(10)
																								7,481			7,037			0.2		%
Staples, Inc.			Distributors			First Lien Term Loan			11/18/2019			5.13% (3ML+ 5.00%)			—			4/16/2026			8,819			8,759			8,579			0.2		%	(3)(8)(10)(47)
																								8,759			8,579			0.2		%
Strategic Materials			Household Durables			Second Lien Term Loan			10/27/2017			8.75% (3ML+ 7.75%)			1.00			11/1/2025			7,000			6,967			5,700			0.1		%	(8)(10)
																								6,967			5,700			0.1		%
Stryker Energy, LLC			Energy Equipment & Services			Overriding Royalty Interests			12/4/2006						—			N/A			—			—			—			—		%	(13)
																								—			—			—		%
Sudbury Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			11/14/2013			Residual Interest, current yield 0.00%			—			1/19/2026			28,200			—			—			—		%	(5)(14)(17)
																								—			—			—		%
Symphony CLO XIV, Ltd.			Structured Finance			Subordinated Structured Note			5/6/2014			Residual Interest, current yield 0.00%			—			7/14/2026			49,250			24,935			14,041			0.3		%	(5)(14)(17)
																								24,935			14,041			0.3		%
Symphony CLO XV, Ltd.			Structured Finance			Subordinated Structured Note			10/17/2014			Residual Interest, current yield 5.75%			—			1/19/2032			63,831			44,079			27,795			0.7		%	(5)(14)
																								44,079			27,795			0.7		%
The Octave Music Group, Inc.			Entertainment			First Lien Term Loan			2/26/2020			6.25% (1ML+ 5.25%) plus 0.75% PIK			1.00			5/29/2025			30,350			30,095			30,350			0.7		%	(3)(8)(10)(39)
																								30,095			30,350			0.7		%
Town & Country Holdings, Inc.			Distributors			First Lien Term Loan			1/26/2018			5.00% (3ML+ 3.50%) plus 8.125% PIK			1.50			1/26/2023			160,345			160,345			160,345			3.9		%	(3)(10)(39)
																								160,345			160,345			3.9		%
TPS, LLC			Machinery			First Lien Term Loan			11/30/2020			10.00% (3ML+ 9.00%) plus 1.50% PIK			1.00			11/30/2025			28,463			28,463			28,463			0.7		%	(3)(10)(39)
																								28,463			28,463			0.7		%
United Sporting Companies, Inc. (18)			Distributors			Second Lien Term Loan			9/28/2012			13.25% (1ML+ 11.00%) plus 2.00% PIK			2.25			11/16/2019			144,692			103,730			6,284			0.2		%	(9)(10)
																								103,730			6,284			0.2		%
Universal Fiber Systems, LLC			Textiles, Apparel & Luxury Goods			Second Lien Term Loan			10/2/2015			10.50% (1ML+ 9.50%)			1.00			10/2/2022			37,000			36,921			36,253			0.9		%	(3)(8)(10)
																								36,921			36,253			0.9		%
Upstream Newco, Inc.			Health Care Providers & Services			Second Lien Term Loan			11/20/2019			8.60% (1ML+ 8.50%)			—			11/20/2027			22,000			21,849			22,000			0.5		%	(3)(8)(10)
																								21,849			22,000			0.5		%
USG Intermediate, LLC			Leisure Products			Revolving Line of Credit - $3,000 Commitment			4/15/2015			10.25% (1ML+ 9.25%)			1.00			8/24/2024			3,000			3,000			3,000			0.1		%	(10)(15)
						Senior Secured Term Loan B			4/15/2015			12.75% (1ML+ 11.75%)			1.00			8/24/2024			22,800			22,800			22,800			0.6		%	(3)(10)
						Equity			4/15/2015						—			N/A			—			1			—			—		%	(16)
																								25,801			25,800			0.7		%
VC GB Holdings I Corp			Household Durables			Second Lien Term Loan			6/30/2021			7.25% (3ML+ 6.75%)			0.50			7/23/2029			23,000			22,782			23,000			0.6		%	(3)(8)(10)
																								22,782			23,000			0.6		%
Venio LLC (48)			Professional Services			First Lien Term Loan			2/19/2014			1.00% PIK			—			2/19/2020			14,481			14,481			12,199			0.3		%	(39)
																								14,481			12,199			0.3		%
Victor Technology, LLC			Commercial Services & Supplies			Senior Secured Term Loan			12/3/2021			8.50% (3ML+ 7.50%)			1.00			12/3/2028			30,000			30,000			30,000			0.7		%	(3)(10)
																								30,000			30,000			0.7		%
Vision Solutions, Inc. (29)			IT Services			Second Lien Term Loan			4/23/2021			8.00% (3ML+ 7.25%)			0.75			4/23/2029			60,000			59,474			60,000			1.4		%	(3)(8)(10)
																								59,474			60,000			1.4		%

See notes to consolidated financial statements.

17

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2021 (Unaudited)

(in thousands, except share data)

																					December 31, 2021 (Unaudited)
Portfolio Company			Industry			Investments(1)(37)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Voya CLO 2012-4, Ltd.			Structured Finance			Subordinated Structured Note			11/5/2012			Residual Interest, current yield 6.85%			—			10/15/2030			$	40,613		$	30,464		$	24,496		0.6		%	(5)(14)
																								30,464			24,496			0.6		%
Voya CLO 2014-1, Ltd.			Structured Finance			Subordinated Structured Note			2/5/2014			Residual Interest, current yield 3.02%			—			4/18/2031			40,773			28,573			17,885			0.4		%	(5)(14)
																								28,573			17,885			0.4		%
Voya CLO 2016-3, Ltd.			Structured Finance			Subordinated Structured Note			9/30/2016			Residual Interest, current yield 8.26%			—			10/20/2031			28,100			24,558			19,841			0.5		%	(5)(14)
																								24,558			19,841			0.5		%
Voya CLO 2017-3, Ltd.			Structured Finance			Subordinated Structured Note			6/13/2017			Residual Interest, current yield 12.13%			—			4/20/2034			44,885			49,446			42,735			1.0		%	(5)(14)
																								49,446			42,735			1.0		%
VT Topco, Inc.			Commercial Services & Supplies			Second Lien Term Loan			8/14/2018			6.85% (1ML+ 6.75%)			—			8/17/2026			7,000			6,980			6,963			0.2		%	(3)(8)(10)
						2021 Term Loans			7/30/2021			7.50% (1ML+ 6.75%)			0.75			8/17/2026			13,250			13,159			13,224			0.3		%	(3)(8)(10)
																								20,139			20,187			0.5		%
Wellpath Holdings, Inc. (f/k/a CCS-CMGC Holdings, Inc.)			Health Care Providers & Services			First Lien Term Loan			5/13/2019			5.63% (3ML+ 5.50%)			—			10/1/2025			$	14,464		$	14,278		$	14,464		0.4		%	(3)(8)(10)
						Second Lien Term Loan			9/25/2018			9.13% (3ML+ 9.00%)			—			10/1/2026			37,000			36,577			37,000			0.9		%	(3)(8)(10)
																								50,855			51,464			1.3		%
Total Non-Control/Non-Affiliate Investments (Level 3)																								$	3,938,560		$	3,514,969		84.8		%
Total Portfolio Investments (Level 3)																								$	6,541,338		$	7,002,846		169.1		%

See notes to consolidated financial statements.

18

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Control Investments (greater than 25.00% voting control)(42)
CP Energy Services Inc. (20)			Energy Equipment & Services			Senior Secured Term Loan			10/1/2017			12.00% (3ML+ 11.00%)			1.00			1/31/2024			$	41,422		$	41,422		$	41,422		1.0%			(10)(39)
						Senior Secured Term Loan A to Spartan Energy Services, LLC			10/20/2014			9.00% (1ML+ 8.00%)			1.00			12/31/2022			15,656			15,656			15,656			0.4%			(10)
						Series A Preferred Units to Spartan Energy Holdings, Inc. (10,000 shares)			9/25/2020						—			N/A			—			26,193			11,210			0.3%			(16)
						Series B Convertible Preferred Stock (790 shares)			10/30/2015						—			N/A			—			63,225			3,199			0.1%			(16)
						Common Stock (102,924 shares)			8/2/2013						—			N/A			—			86,239			—			—%			(16)
																								232,735			71,487			1.8%
Credit Central Loan Company, LLC (21)			Consumer Finance			Subordinated Term Loan			12/28/2012			10.00% plus 10.00% PIK			—			6/26/2024			68,137			65,599			68,137			1.7%			(14)(39)
						Class A Units (14,867,312 units)			12/28/2012						—			N/A			—			19,331			9,886			0.3%			(14)(16)
						Net Revenues Interest (25% of Net Revenues)			1/28/2015						—			N/A			—			—			—			—%			(14)(16)
																								84,930			78,023			2.0%
Echelon Transportation, LLC			Aerospace & Defense			Senior Secured Term Loan			3/31/2014			11.75% (1ML+ 9.75%) plus 2.25% PIK			2.00			3/31/2022			52,457			52,457			52,457			1.3%			(10)(39)
						Senior Secured Term Loan			12/9/2016			11.00% (1ML+ 9.00%) plus 1.00% PIK			2.00			12/7/2024			22,949			22,949			22,949			0.6%			(10)(39)
						Membership Interest (100%)			3/31/2014						—			N/A			—			22,738			8,834			0.2%			(16)
																								98,144			84,240			2.1%
First Tower Finance Company LLC (23)			Consumer Finance			First Lien Term Loan			6/24/2014			10.00% plus 12.00% PIK			—			6/24/2024			324,708			324,708			324,708			8.2%			(14)(39)
						Class A Units (95,709,910 units)			6/14/2012						—			N/A			—			31,146			267,648			6.8%			(14)(16)
																								355,854			592,356			15.0%
Freedom Marine Solutions, LLC (24)			Energy Equipment & Services			Membership Interest (100%)			11/9/2006						—			N/A			—			44,492			11,717			0.3%			(16)
																								44,492			11,717			0.3%
InterDent, Inc.			Health Care Providers & Services			Senior Secured Term Loan A/B			8/1/2018			11.85% (1ML+ 9.85%)			2.00			9/5/2022			14,249			14,249			14,249			0.4%			(10)
						Senior Secured Term Loan A			8/3/2012			6.50% (1ML+ 5.50%)			1.00			9/5/2022			79,242			79,242			79,242			2.0%			(10)
						Senior Secured Term Loan B			8/3/2012			12.00% PIK			—			9/5/2022			144,080			144,080			144,080			3.7%			(39)
						Common Stock (99,900 shares)			5/3/2019						—			N/A			—			45,118			174,768			4.4%			(16)
																								282,689			412,339			10.5%
Kickapoo Ranch Pet Resort			Diversified Consumer Services			Membership Interest (100%)			8/26/2019						—			N/A			—			2,378			3,833			0.1%			(16)
																								2,378			3,833			0.1%
MITY, Inc. (25)			Commercial Services & Supplies			Senior Secured Note A			9/19/2013			10.00% (3ML+ 7.00%)			3.00			4/30/2025			29,867			29,867			29,867			0.8%			(10)(39)
						Senior Secured Note B			6/23/2014			10.00% (3ML+ 7.00%) plus 10.00% PIK			3.00			4/30/2025			16,098			16,098			16,098			0.4%			(10)(39)
						Subordinated Unsecured Note to Broda Enterprises ULC			9/19/2013			10.00%			—			1/1/2028			5,949			7,200			3,715			0.1%			(14)
						Common Stock (42,053 shares)			9/19/2013						—			N/A			—			27,349			—			—%			(16)
																								80,514			49,680			1.3%

See notes to consolidated financial statements.

19

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Control Investments (greater than 25.00% voting control)(42)
National Property REIT Corp. (26)			Equity Real Estate Investment Trusts (REITs) / Online Lending / Structured Finance			Senior Secured Term Loan A			12/31/2018			4.44% (3ML+ 1.44%) plus 3.53% PIK			3.00			12/31/2023			$	473,276		$	473,276		$	473,276		12.0%			(10)(39)
						Senior Secured Term Loan B			12/31/2018			5.00% (3ML+ 2.00%) plus 5.50% PIK			3.00			12/31/2023			6,600			6,600			6,600			0.2%			(10)(39)
						Senior Secured Term Loan C			10/31/2019			11.00% (3ML+ 10.00%) plus 2.25% PIK			1.00			12/31/2023			90,200			90,200			90,200			2.3%			(10)(39)
						Senior Secured Term Loan D			6/19/2020			3.50% (3ML+ 0.50%) plus 2.50% PIK			3.00			12/31/2023			183,425			183,425			183,425			4.6%			(10)(39)
						Residual Profit Interest			12/31/2018						—			N/A			—			—			34,507			0.9%			(35)
						Common Stock (3,254,594 shares)			12/31/2013						—			N/A			—			210			401,747			10.2%			(45)
																								753,711			1,189,755			30.2%
Nationwide Loan Company LLC (27)			Consumer Finance			First Lien Term Loan			6/18/2014			10.00% plus 10.00% PIK			—			6/18/2022			20,260			20,260			20,260			0.5%			(14)(39)
						Class A Units (38,550,460 units)			1/31/2013						—			N/A			—			20,846			27,733			0.7%			(14)(16)
																								41,106			47,993			1.2%
NMMB, Inc. (28)			Media			Delayed Draw Term Loan - $10,000 Commitment			3/25/2020			10.50% (3ML+ 8.50%)			2.00			12/30/2024			—			—			—			—%			(10)(15)
						Senior Secured Note			12/30/2019			10.50% (3ML+ 8.50%)			2.00			12/30/2024			4,874			4,874			4,874			0.1%			(3)(10)
						Common Stock (21,418 shares)			12/30/2019						—			N/A			—			12,869			42,014			1.1%
																								17,743			46,888			1.2%
Pacific World Corporation (36)			Personal Products			Revolving Line of Credit - $26,000 Commitment			9/26/2014			8.25% (1ML+ 7.25%)			1.00			9/26/2025			20,825			20,825			20,825			0.5%			(10)(15)
						Senior Secured Term Loan A			12/31/2014			6.25% PIK (1ML+ 5.25%)			1.00			9/26/2025			41,625			41,625			41,625			1.1%			(10)(39)
						Convertible Preferred Equity (287,021 shares)			6/15/2018						—			N/A			—			186,795			8,647			0.2%			(16)
						Common Stock (6,778,414 shares)			9/29/2017						—			N/A			—			—			—			—%			(16)
																								249,245			71,097			1.8%
R-V Industries, Inc.			Machinery			Senior Secured Term Loan			12/15/2020			10.00% (3ML+ 9.00%)			1.00			12/15/2028			28,622			28,622			28,622			0.7%			(3)(10)
						Common Stock (745,107 shares)			6/26/2007						—			N/A			—			6,866			21,071			0.5%			(16)
																								35,488			49,693			1.2%
Universal Turbine Parts, LLC (34)			Trading Companies & Distributors			Delayed Draw Term Loan - $5,000 Commitment			2/28/2019			10.25% (1ML+ 7.75%)			2.50			4/5/2024			3,173			3,173			3,173			0.1%			(10)(15)
						Senior Secured Term Loan A			7/22/2016			6.75% (3ML+ 5.75%)			1.00			4/5/2024			29,575			29,575			23,933			0.6%			(10)
						Preferred Units (47,244,213 units)			3/31/2021						—			N/A			—			32,500			—			—%			(16)
						Common Stock (10,000 units)			12/10/2018						—			N/A			—			—			—			—%			(16)
																								65,248			27,106			0.7%
USES Corp. (30)			Commercial Services & Supplies			Senior Secured Term Loan A			3/31/2014			9.00% PIK			—			7/29/2024			55,117			30,651			31,815			0.8%			(9)
						Senior Secured Term Loan B			3/31/2014			15.50% PIK			—			7/29/2024			77,483			35,568			—			—%			(9)
						Senior Secured Term Loan			12/30/2020			10.00% (1ML+ 9.00%)			1.00			7/29/2024			2,000			2,000			2,000			0.1%			(10)
						Common Stock (268,962 shares)			6/15/2016						—			N/A			—			—			—			—%			(16)
																								68,219			33,815			0.9%
Valley Electric Company, Inc. (31)			Construction & Engineering			Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc.			12/31/2012			8.00% (3ML+ 5.00%) plus 2.50% PIK			3.00			12/31/2024			10,430			10,430			10,430			0.3%			(3)(10)(39)
						Senior Secured Note			6/24/2014			8.00% plus 10.00% PIK			—			6/23/2024			33,301			33,301			33,301			0.8%			(39)
						Consolidated Revenue Interest (2.0%)			6/22/2018						—			N/A			—			—			1,857			—%			(12)
						Common Stock (50,000 shares)			12/31/2012						—			N/A			—			26,204			104,107			2.6%
																								69,935			149,695			3.7%
Total Control Investments (Level 3)																								$	2,482,431		$	2,919,717		74.0%

See notes to consolidated financial statements.

20

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Affiliate Investments (5.00% to 24.99% voting control)(43)
Nixon, Inc. (32)			Textiles, Apparel & Luxury Goods			Common Stock (857 units)			5/12/2017						—			N/A			$	—		$	—		$	—		—%			(16)
																								—			—			—%
PGX Holdings, Inc. (6)			Diversified Consumer Services			First Lien Term Loan			11/13/2020			6.25% (12ML+ 5.25%) plus 4.25% PIK			1.00			9/29/2023			47,746			45,720			47,746			1.2%			(3)(10)(39)
						1.5 Lien Term Loan			5/27/2020			14.50% PIK (12ML+ 13.50%)			1.00			6/28/2024			18,164			18,164			18,164			0.5%			(10)(39)
						Second Lien Term Loan			9/29/2014			15.75% PIK (1ML+ 14.75%)			1.00			9/29/2024			122,272			122,272			122,272			3.1%			(10)(39)
						Common Stock (40,780,359 shares)			5/27/2020						—			N/A			—			—			124,907			3.2%			(16)
																								186,156			313,089			8.0%
RGIS Services, LLC			Commercial Services & Supplies			Senior Secured Term Loan			6/25/2020			8.50% (1ML+ 7.50%)			1.00			6/25/2025			3,680			3,680			3,680			0.1%			(8)(10)
						Membership Interest (5.11%)			6/25/2020						—			N/A			—			10,302			13,760			0.3%			(16)
																								13,982			17,440			0.4%
Targus Cayman HoldCo Limited (33)			Textiles, Apparel & Luxury Goods			Common Stock (7,383,395 shares)			2/12/2016						—			N/A			—			2,805			26,205			0.6%			(16)
																								2,805			26,205			0.6%
Total Affiliate Investments (Level 3)																								$	202,943		$	356,734		9.0%

See notes to consolidated financial statements.

21

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
8th Avenue Food & Provisions, Inc.			Food Products			Second Lien Term Loan			9/21/2018			7.84% (1ML+ 7.75%)			—			10/1/2026			$	27,133		$	26,980		$	27,133		0.7		%	(3)(8)(10)
																								26,980			27,133			0.7		%
ACE Cash Express, Inc.			Consumer Finance			Senior Secured Note			12/8/2017			12.00%			—			12/15/2022			39,998			37,429			38,041			1.0		%	(8)(46)
																								37,429			38,041			1.0		%
AmeriLife Holdings, LLC			Insurance			Second Lien Term Loan			3/18/2020			9.50% (6ML+ 8.50%)			1.00			3/18/2028			22,280			21,911			22,280			0.6		%	(3)(8)(10)
																								21,911			22,280			0.6		%
Apidos CLO XI			Structured Finance			Subordinated Structured Note			12/6/2012			Residual Interest, current yield 12.33%			—			4/17/2034			67,783			37,651			29,680			0.8		%	(5)(14)
																								37,651			29,680			0.8		%
Apidos CLO XII			Structured Finance			Subordinated Structured Note			3/15/2013			Residual Interest, current yield 11.99%			—			4/15/2031			52,203			37,818			30,505			0.8		%	(5)(14)
																								37,818			30,505			0.8		%
Apidos CLO XV			Structured Finance			Subordinated Structured Note			9/13/2013			Residual Interest, current yield 12.46%			—			4/21/2031			48,515			39,005			29,579			0.7		%	(5)(14)
																								39,005			29,579			0.7		%
Apidos CLO XXII			Structured Finance			Subordinated Structured Note			9/16/2015			Residual Interest, current yield 13.92%			—			4/21/2031			35,855			30,483			26,070			0.7		%	(5)(14)
																								30,483			26,070			0.7		%
Atlantis Health Care Group (Puerto Rico), Inc.			Health Care Providers & Services			Revolving Line of Credit - $3,000 Commitment			2/21/2013			10.75% (3ML+ 8.75%)			2.00			4/29/2022			—			—			—			—		%	(10)(15)
						Senior Secured Term Loan			2/21/2013			10.75% (3ML+ 8.75%)			2.00			4/29/2022			66,164			66,164			66,164			1.7		%	(3)(10)
																								66,164			66,164			1.7		%
Barings CLO 2018-III			Structured Finance			Subordinated Structured Note			10/9/2014			Residual Interest, current yield 6.65%			—			7/20/2029			83,098			44,174			32,346			0.8		%	(5)(14)
																								44,174			32,346			0.8		%
BCPE North Star US Holdco 2, Inc.			Food Products			Delayed Draw Term Loan - $5,185 Commitment			6/7/2021			8.00% (3ML+ 7.25%)			0.75			6/10/2023			—			—			—			—		%	(8)(10)(15)
						Second Lien Term Loan			6/7/2021			8.00% (3ML+ 7.25%)			0.75			6/11/2029			29,815			29,520			29,815			0.8		%	(8)(10)
																								29,520			29,815			0.8		%
Broder Bros., Co.			Textiles, Apparel & Luxury Goods			Senior Secured Note			12/4/2017			9.75% (3ML+ 8.50%)			1.25			12/2/2022			162,639			162,639			162,639			4.1		%	(3)(10)
																								162,639			162,639			4.1		%
Brookside Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			4/25/2013			Residual Interest, current yield 0.00%			—			1/17/2028			36,300			15,168			10,018			0.3		%	(5)(14)(17)
																								15,168			10,018			0.3		%
California Street CLO IX Ltd.			Structured Finance			Subordinated Structured Note			4/19/2012			Residual Interest, current yield 13.70%			—			7/16/2032			58,915			42,626			29,610			0.8		%	(5)(14)
																								42,626			29,610			0.8		%
Candle-Lite Company, LLC			Household Products			Senior Secured Term Loan A			1/23/2018			6.75% (3ML+ 5.50%)			1.25			1/23/2023			10,237			10,237			10,237			0.3		%	(3)(10)
						Senior Secured Term Loan B			1/23/2018			10.75% (3ML+ 9.50%)			1.25			1/23/2023			10,949			10,949			10,949			0.3		%	(3)(10)
																								21,186			21,186			0.6		%
Capstone Logistics Acquisition, Inc.			Commercial Services & Supplies			Second Lien Delayed Draw Term Loan - $1,500 Commitment			11/12/2020			9.75% (1ML+ 8.75%)			1.00			11/13/2028			—			—			—			—		%	(8)(10)(15)
						Second Lien Term Loan			11/12/2020			9.75% (1ML+ 8.75%)			1.00			11/13/2028			8,500			8,206			8,500			0.2		%	(3)(8)(10)
																								8,206			8,500			0.2		%
Carlyle C17 CLO Limited			Structured Finance			Subordinated Structured Note			1/24/2013			Residual Interest, current yield 17.47%			—			4/30/2031			24,870			15,736			13,618			0.3		%	(5)(14)
																								15,736			13,618			0.3		%

See notes to consolidated financial statements.

22

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.			Structured Finance			Subordinated Structured Note			4/7/2017			Residual Interest, current yield 17.07%			—			7/15/2030			$	25,534		$	19,980		$	16,864		0.4		%	(5)(14)
																								19,980			16,864			0.4		%
Carlyle Global Market Strategies CLO 2016-3, Ltd.			Structured Finance			Subordinated Structured Note			8/9/2016			Residual Interest, current yield 11.48%			—			7/20/2034			32,200			32,932			27,521			0.7		%	(5)(14)
																								32,932			27,521			0.7		%
CCS-CMGC Holdings, Inc.			Health Care Providers & Services			First Lien Term Loan			5/13/2019			5.60% (1ML+ 5.50%)			—			10/1/2025			9,526			9,422			9,526			0.2		%	(3)(8)(10)
						Second Lien Term Loan			9/25/2018			9.10% (1ML+ 9.00%)			—			10/1/2026			37,000			36,532			37,000			0.9		%	(3)(8)(10)
																								45,954			46,526			1.1		%
Cent CLO 21 Limited			Structured Finance			Subordinated Structured Note			5/15/2014			Residual Interest, current yield 11.63%			—			7/29/2030			49,552			39,865			30,885			0.8		%	(5)(14)
																								39,865			30,885			0.8		%
CIFC Funding 2013-III-R, Ltd.			Structured Finance			Subordinated Structured Note			8/2/2013			Residual Interest, current yield 13.87%			—			4/24/2031			44,100			29,312			20,974			0.5		%	(5)(14)
																								29,312			20,974			0.5		%
CIFC Funding 2013-IV, Ltd.			Structured Finance			Subordinated Structured Note			10/22/2013			Residual Interest, current yield 15.99%			—			4/28/2031			45,500			32,985			30,202			0.8		%	(5)(14)
																								32,985			30,202			0.8		%
CIFC Funding 2014-IV-R, Ltd.			Structured Finance			Subordinated Structured Note			8/5/2014			Residual Interest, current yield 10.75%			—			10/17/2030			44,467			30,604			22,322			0.6		%	(5)(14)
																								30,604			22,322			0.6		%
CIFC Funding 2016-I, Ltd.			Structured Finance			Subordinated Structured Note			12/9/2016			Residual Interest, current yield 11.69%			—			10/21/2031			34,000			30,275			28,829			0.7		%	(5)(14)
																								30,275			28,829			0.7		%
Cinedigm DC Holdings, LLC			Entertainment			Senior Secured Term Loan			2/28/2013			11.00% (3ML+ 9.00%) plus 2.50% PIK			2.00			3/31/2022			3,031			2,981			3,031			0.1		%	(10)(39)
																								2,981			3,031			0.1		%
Collections Acquisition Company, Inc.			Diversified Financial Services			Senior Secured Term Loan			12/3/2019			10.15% (3ML+ 7.65%)			2.50			6/3/2024			30,165			30,165			30,165			0.8		%	(3)(10)
																								30,165			30,165			0.8		%
Columbia Cent CLO 27 Limited			Structured Finance			Subordinated Structured Note			12/18/2013			Residual Interest, current yield 3.38%			—			10/25/2028			40,275			22,044			19,078			0.5		%	(5)(14)
																								22,044			19,078			0.5		%
Curo Group Holdings Corp.			Consumer Finance			Second Lien Term Loan			7/30/2020			0.0825			—			9/1/2025			14,621			12,525			15,188			0.4		%	(14)(47)
																								12,525			15,188			0.4		%
Digital Room, LLC			Commercial Services & Supplies			First Lien Term Loan			5/14/2019			5.20% (6ML+ 5.00%)			—			5/21/2026			9,800			9,718			9,800			0.2		%	(3)(8)(10)
						Second Lien Term Loan			5/14/2019			9.20% (6ML+ 9.00%)			—			5/21/2027			70,000			70,000			70,000			1.8		%	(3)(8)(10)
																								79,718			79,800			2.0		%
Dunn Paper, Inc.			Paper & Forest Products			First Lien Term Loan			11/18/2019			6.25% (1ML+ 5.25%)			1.00			8/26/2022			4,468			4,418			4,468			0.1		%	(3)(8)(10)
						Second Lien Term Loan			8/26/2016			10.25% (1ML+ 9.25%)			1.00			8/26/2023			11,500			11,429			11,347			0.3		%	(3)(8)(10)
																								15,847			15,815			0.4		%
Easy Gardener Products, Inc.			Household Durables			Third Lien Term Loan			6/11/2020			10.25% (3ML+ 10.00%)			0.25			9/30/2024			3,950			3,950			3,950			0.1		%	(10)
						Class A Units of EZG Holdings, LLC (200 units)			6/11/2020						—			N/A			—			313			781			—		%	(16)
						Class B Units of EZG Holdings, LLC (12,525 units)			6/11/2020						—			N/A			—			1,688			5,043			0.1		%	(16)
																								5,951			9,774			0.2		%
Edmentum			Diversified Consumer Services			Escrow Receivable			12/11/2020						—			N/A			—			—			—			—		%	(16)
																								—			—			—		%

See notes to consolidated financial statements.

23

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Engine Group, Inc. (7)			Media			Senior Secured Term Loan			11/17/2020			5.75% (1ML+ 4.75%)			1.00			11/17/2023			$	12,229		$	12,229		$	11,255		0.3		%	(8)(10)
						Class B Common Units (1,039,554 units)			11/17/2020						—			N/A			—			26,991			707			—		%	(8)
																								39,220			11,962			0.3		%
Engineered Machinery Holdings, Inc.			Machinery			Second Lien Term Loan			5/6/2021			7.25% (3ML+ 6.50%)			0.75			5/21/2029			5,000			4,976			4,973			0.1		%	(3)(8)(10)
																								4,976			4,973			0.1		%
Enseo Acquisition, Inc.			IT Services			Revolving Line of Credit - $5,000 Commitment			6/2/2021			9.00% (1ML+ 8.00%)			1.00			10/4/2021			—			—			—			—		%	(10)(15)
						First Lien Term Loan			6/2/2021			9.00% (1ML+ 8.00%)			1.00			6/2/2026			55,000			55,000			55,000			1.4		%	(3)(10)
																								55,000			55,000			1.4		%
EXC Holdings III Corp			Technology Hardware, Storage & Peripherals			Second Lien Term Loan			11/17/2017			8.50% (3ML+ 7.50%)			1.00			12/1/2025			12,500			12,431			12,500			0.3		%	(3)(8)(10)
																								12,431			12,500			0.3		%
Eze Castle Integration, Inc. (f/k/a/ H.I.G. ECI Merger Sub, Inc.)			IT Services			Delayed Draw Term Loan - $1,786 Commitment			7/15/2020			10.00% (1ML+ 8.50%)			1.50			7/15/2025			—			—			—			—		%	(10)(15)
						First Lien Term Loan			7/15/2020			10.00% (1ML+ 8.50%)			1.50			7/15/2025			47,222			47,222			47,222			1.2		%	(3)(10)
																								47,222			47,222			1.2		%
First Brands Group			Auto Components			First Lien Term Loan			3/24/2021			6.00% (1ML+ 5.00%)			1.00			3/30/2027			16,750			16,597			16,750			0.4		%	(3)(8)(10)
						Second Lien Term Loan			3/24/2021			9.50% (1ML+ 8.50%)			1.00			3/30/2028			32,000			31,401			32,000			0.8		%	(3)(8)(10)
																								47,998			48,750			1.2		%
Galaxy XV CLO, Ltd.			Structured Finance			Subordinated Structured Note			2/13/2013			Residual Interest, current yield 12.98%			—			10/15/2030			50,525			35,486			26,987			0.7		%	(5)(14)
																								35,486			26,987			0.7		%
Galaxy XXVII CLO, Ltd.			Structured Finance			Subordinated Structured Note			9/30/2013			Residual Interest, current yield 13.22%			—			5/16/2031			24,575			17,050			12,121			0.3		%	(5)(14)
																								17,050			12,121			0.3		%
Galaxy XXVIII CLO, Ltd.			Structured Finance			Subordinated Structured Note			5/30/2014			Residual Interest, current yield 10.69%			—			7/15/2031			39,905			29,231			17,306			0.4		%	(5)(14)
																								29,231			17,306			0.4		%
GEON Performance Solutions, LLC			Chemicals			Revolving Line of Credit - $3,621 Commitment			12/12/2019			7.88% (2ML+ 6.25%)			1.63			10/25/2024			—			—			—			—		%	(10)(15)
						First Lien Term Loan			12/12/2019			7.88% (2ML+ 6.25%)			1.63			10/25/2024			28,863			28,745			28,863			0.7		%	(3)(10)
																								28,745			28,863			0.7		%
Global Tel*Link Corporation			Diversified Telecommunication Services			First Lien Term Loan			8/7/2019			4.35% (1ML+ 4.25%)			—			11/29/2025			9,728			9,439			9,728			0.2		%	(3)(8)(10)
						Second Lien Term Loan			11/20/2018			8.35% (1ML+ 8.25%)			—			11/29/2026			40,170			39,515			40,170			1.0		%	(3)(8)(10)
																								48,954			49,898			1.2		%
GlobalTranz Enterprises, Inc.			Air Freight & Logistics			Second Lien Term Loan			5/15/2019			8.35% (1ML+ 8.25%)			—			5/15/2027			12,500			12,500			12,500			0.3		%	(3)(8)(10)
																								12,500			12,500			0.3		%
Halcyon Loan Advisors Funding 2012-1 Ltd.			Structured Finance			Subordinated Structured Note			8/7/2012			Residual Interest, current yield 0.00%			—			8/15/2023			23,188			3,704			22			—		%	(5)(14)(17)
																								3,704			22			—		%
Halcyon Loan Advisors Funding 2013-1 Ltd.			Structured Finance			Subordinated Structured Note			3/8/2013			Residual Interest, current yield 0.00%			—			4/15/2025			40,400			19,984			—			—		%	(5)(14)(17)
																								19,984			—			—		%

See notes to consolidated financial statements.

24

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Halcyon Loan Advisors Funding 2014-1 Ltd.			Structured Finance			Subordinated Structured Note			2/7/2014			Residual Interest, current yield 0.00%			—			4/20/2026			$	24,500		$	11,822		$	—		—		%	(5)(14)(17)
																								11,822			—			—		%
Halcyon Loan Advisors Funding 2014-2 Ltd.			Structured Finance			Subordinated Structured Note			4/14/2014			Residual Interest, current yield 0.00%			—			4/28/2025			41,164			21,322			—			—		%	(5)(14)(17)
																								21,322			—			—		%
Halcyon Loan Advisors Funding 2015-3 Ltd.			Structured Finance			Subordinated Structured Note			7/23/2015			Residual Interest, current yield 0.00%			—			10/18/2027			39,598			29,557			4,825			0.1		%	(5)(14)(17)
																								29,557			4,825			0.1		%
HarbourView CLO VII-R, Ltd.			Structured Finance			Subordinated Structured Note			6/5/2015			Residual Interest, current yield 1.09%			—			7/18/2031			19,025			13,024			5,180			0.1		%	(5)(14)
																								13,024			5,180			0.1		%
Help/Systems Holdings, Inc.			Software			Second Lien Term Loan			11/14/2019			7.50% (3ML+ 6.75%)			0.75			11/19/2027			22,500			22,240			22,500			0.6		%	(3)(8)(10)
																								22,240			22,500			0.6		%
Interventional Management Services, LLC			Health Care Providers & Services			Revolving Line of Credit - $5,000 Commitment			2/22/2021			9.50% (3ML+ 8.50%)			1.00			2/22/2025			2,000			2,000			2,000			0.1		%	(10)(15)
						Senior Secured Term Loan			2/22/2021			9.50% (3ML+ 8.50%)			1.00			2/20/2026			69,795			69,795			69,795			1.8		%	(3)(10)
																								71,795			71,795			1.9		%
Jefferson Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			6/26/2015			Residual Interest, current yield 9.31%			—			10/20/2031			23,594			19,858			13,083			0.3		%	(5)(14)
																								19,858			13,083			0.3		%
K&N Parent, Inc.			Auto Components			First Lien Term Loan			2/20/2020			5.75% (3ML+ 4.75%)			1.00			10/20/2023			1,883			1,710			1,883			—		%	(3)(8)(10)
						Second Lien Term Loan			10/19/2016			9.75% (3ML+ 8.75%)			1.00			10/21/2024			25,887			25,615			25,887			0.7		%	(3)(8)(10)
																								27,325			27,770			0.7		%
Keystone Acquisition Corp. (4)			Health Care Providers & Services			Second Lien Term Loan			5/10/2017			10.25% (3ML+ 9.25%)			1.00			5/1/2025			50,000			50,000			50,000			1.3		%	(3)(8)(10)
																								50,000			50,000			1.3		%
KM2 Solutions LLC			IT Services			First Lien Term Loan			12/17/2020			9.00% (3ML+ 8.00%)			1.00			12/17/2025			24,875			24,875			24,875			0.6		%	(3)(10)
																								24,875			24,875			0.6		%
LCM XIV Ltd.			Structured Finance			Subordinated Structured Note			6/25/2013			Residual Interest, current yield 10.26%			—			7/21/2031			49,934			28,910			20,281			0.5		%	(5)(14)
																								28,910			20,281			0.5		%
Legility, LLC			Professional Services			First Lien Term Loan			2/25/2020			7.00% (6ML+ 6.00%)			1.00			12/17/2025			18,963			18,661			18,963			0.5		%	(3)(8)(10)
						First Lien Term Loan			2/25/2020			7.00% (1ML+ 6.00%)			1.00			12/17/2025			387			381			387			—		%	(3)(8)(10)
																								19,042			19,350			0.5		%
LGC US FINCO, LLC			Machinery			First Lien Term Loan			1/17/2020			8.50% (1ML+ 7.50%)			1.00			12/20/2025			29,100			28,422			28,049			0.7		%	(3)(8)(10)
																								28,422			28,049			0.7		%
Maverick Healthcare Equity, LLC			Health Care Providers & Services			Preferred Units (1,250,000 units)			10/31/2007						—			N/A			—			—			—			—		%	(16)
						Class A Common Units (1,250,000 units)			10/31/2007						—			N/A			—			—			—			—		%	(16)
																								—			—			—		%

See notes to consolidated financial statements.

25

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Medusind Acquisition, Inc. (19)			Health Care Providers & Services			First Lien Term Loan			9/30/2019			9.00% (3ML+ 8.00%)			1.00			4/8/2024			$	24,136		$	23,906		$	24,136		0.6		%	(3)(10)
																								23,906			24,136			0.6		%
Mountain View CLO 2013-I Ltd.			Structured Finance			Subordinated Structured Note			4/17/2013			Residual Interest, current yield 5.79%			—			10/15/2030			43,650			28,800			16,135			0.4		%	(5)(14)
																								28,800			16,135			0.4		%
Mountain View CLO IX Ltd.			Structured Finance			Subordinated Structured Note			5/13/2015			Residual Interest, current yield 14.82%			—			7/15/2031			47,830			28,628			26,301			0.7		%	(5)(14)
																								28,628			26,301			0.7		%
Octagon Investment Partners XV, Ltd.			Structured Finance			Subordinated Structured Note			1/24/2013			Residual Interest, current yield 10.32%			—			7/19/2030			42,064			32,164			25,683			0.7		%	(5)(14)
																								32,164			25,683			0.7		%
Octagon Investment Partners 18-R Ltd.			Structured Finance			Subordinated Structured Note			8/12/2015			Residual Interest, current yield 16.44%			—			4/16/2031			46,016			24,976			18,289			0.5		%	(5)(14)
																								24,976			18,289			0.5		%
OneTouchPoint Corp			Professional Services			Senior Secured Term Loan			2/19/2021			9.00% (3ML+ 8.00%)			1.00			2/19/2026			40,298			40,298			40,298			1.0		%	(3)(10)
																								40,298			40,298			1.0		%
Orva Buyer, LLC			Specialty Retail			Senior Secured Term Loan			12/23/2020			9.50% (1ML+ 7.50%)			2.00			12/23/2025			40,095			40,095			40,095			1.0		%	(3)(10)
																								40,095			40,095			1.0		%
Pearl Intermediate Parent LLC			Health Care Providers & Services			Second Lien Term Loan			2/1/2018			6.35% (1ML+ 6.25%)			—			2/15/2026			5,000			4,985			5,000			0.1		%	(3)(8)(10)
																								4,985			5,000			0.1		%
PeopleConnect Holdings, LLC (11)			Interactive Media & Services			Revolving Line of Credit - $8,918 Commitment			1/22/2020			10.00% (1ML+ 8.25%)			1.75			1/22/2025			—			—			—			—		%	(10)(15)
						Senior Secured Term Loan			1/22/2020			10.00% (3ML+ 8.25%)			1.75			1/22/2025			180,127			180,127			180,127			4.6		%	(3)(10)
																								180,127			180,127			4.6		%
PlayPower, Inc.			Leisure Products			First Lien Term Loan			5/7/2019			5.65% (3ML+ 5.50%)			—			5/10/2026			5,906			5,860			5,906			0.1		%	(3)(8)(10)
																								5,860			5,906			0.1		%
Redstone Holdco 2 LP (22)			IT Services			Delayed Draw Term Loan - $18,200 Commitment			4/16/2021			8.50% (3ML+ 7.75%)			0.75			4/27/2029			—			—			—			—		%	(8)(10)(15)
						Second Lien Term Loan			4/16/2021			8.50% (3ML+ 7.75%)			0.75			4/27/2029			31,778			31,233			31,490			0.8		%	(3)(8)(10)
																								31,233			31,490			0.8		%
Research Now Group, Inc. & Survey Sampling International LLC			Professional Services			First Lien Term Loan			12/8/2017			6.50% (6ML+ 5.50%)			1.00			12/20/2024			9,650			9,383			9,650			0.2		%	(3)(8)(10)
						Second Lien Term Loan			12/8/2017			10.50% (6ML+ 9.50%)			1.00			12/20/2025			50,000			48,057			50,000			1.3		%	(3)(8)(10)
																								57,440			59,650			1.5		%
Rising Tide Holdings, Inc.			Diversified Consumer Services			Second Lien Term Loan			5/26/2021			9.00% (1ML+ 8.25%)			0.75			6/1/2029			23,000			22,659			22,711			0.6		%	(8)(10)
																								22,659			22,711			0.6		%
RME Group Holding Company			Media			Senior Secured Term Loan A			5/4/2017			8.00% (3ML+ 7.00%)			1.00			5/4/2022			26,896			26,896			26,896			0.7		%	(3)(10)
						Senior Secured Term Loan B			5/4/2017			13.00% (3ML+ 12.00%)			1.00			5/4/2022			22,099			22,099			22,073			0.6		%	(3)(10)
																								48,995			48,969			1.3		%
Romark WM-R Ltd.			Structured Finance			Subordinated Structured Note			4/11/2014			Residual Interest, current yield 9.08%			—			4/21/2031			27,725			22,883			15,346			0.4		%	(5)(14)
																								22,883			15,346			0.4		%
Rosa Mexicano			Hotels, Restaurants & Leisure			Revolving Line of Credit - $500 Commitment			3/29/2018			8.75% (3ML+ 7.50%)			1.25			3/29/2023			524			524			505			—		%	(10)(15)(39)
						Senior Secured Term Loan			3/29/2018			8.75% (3ML+ 7.50%)			1.25			3/29/2023			23,978			23,978			23,119			0.6		%	(10)(39)
																								24,502			23,624			0.6		%

See notes to consolidated financial statements.

26

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
Securus Technologies Holdings, Inc.			Communications Equipment			First Lien Term Loan			8/2/2019			5.50% (3ML+ 4.50%)			1.00			11/1/2024			$	9,797		$	9,151		$	9,556		0.2		%	(8)(10)
						Second Lien Term Loan			6/20/2017			9.25% (3ML+ 8.25%)			1.00			11/1/2025			50,662			50,558			49,325			1.3		%	(3)(8)(10)
																								59,709			58,881			1.5		%
SEOTownCenter, Inc.			IT Services			Senior Secured Term Loan A			4/10/2018			9.50% (3ML+ 7.50%)			2.00			4/7/2023			24,104			24,104			24,104			0.6		%	(3)(10)
						Senior Secured Term Loan B			4/10/2018			14.50% (3ML+ 12.50%)			2.00			4/7/2023			19,027			19,027			19,027			0.5		%	(3)(10)
																								43,131			43,131			1.1		%
Shearer’s Foods, LLC			Food Products			Second Lien Term Loan			9/15/2020			8.75% (1ML+ 7.75%)			1.00			9/23/2028			5,000			4,909			5,000			0.1		%	(3)(8)(10)
																								4,909			5,000			0.1		%
Shutterfly, LLC			Internet & Direct Marketing Retail			First Lien Term Loan			11/14/2019			7.00% (1ML+ 6.00%)			1.00			9/25/2026			16,019			14,582			16,019			0.4		%	(3)(8)(10)(47)
																								14,582			16,019			0.4		%
Sorenson Communications, LLC			Diversified Telecommunication Services			First Lien Term Loan			3/12/2021			6.25% (3ML+ 5.50%)			0.75			3/17/2026			17,550			17,379			17,550			0.4		%	(3)(8)(10)
																								17,379			17,550			0.4		%
Southern Veterinary Partners			Health Care Providers & Services			Second Lien Term Loan			10/2/2020			8.75% (6ML+ 7.75%)			1.00			10/5/2028			8,000			7,927			8,000			0.2		%	(3)(8)(10)
																								7,927			8,000			0.2		%
Spectrum Holdings III Corp			Health Care Equipment & Supplies			Second Lien Term Loan			1/26/2018			8.00% (6ML+ 7.00%)			1.00			1/31/2026			7,500			7,478			6,721			0.2		%	(3)(8)(10)
																								7,478			6,721			0.2		%
Staples, Inc.			Distributors			First Lien Term Loan			11/18/2019			5.18% (3ML+ 5.00%)			—			4/16/2026			8,864			8,797			8,687			0.2		%	(3)(8)(10)(47)
																								8,797			8,687			0.2		%
Strategic Materials			Household Durables			Second Lien Term Loan			10/27/2017			8.75% (3ML+ 7.75%)			1.00			11/1/2025			7,000			6,962			5,629			0.1		%	(3)(8)(10)
																								6,962			5,629			0.1		%
Stryker Energy, LLC			Energy Equipment & Services			Overriding Royalty Interests			12/4/2006						—			N/A			—			—			—			—		%	(13)(16)
																								—			—			—		%
Sudbury Mill CLO Ltd.			Structured Finance			Subordinated Structured Note			11/14/2013			Residual Interest, current yield 0.00%			—			1/19/2026			28,200			13,875			6,868			0.2		%	(5)(14)(17)
																								13,875			6,868			0.2		%
Symphony CLO XIV, Ltd.			Structured Finance			Subordinated Structured Note			5/6/2014			Residual Interest, current yield 0.00%			—			7/14/2026			49,249			26,645			15,846			0.4		%	(5)(14)(17)
																								26,645			15,846			0.4		%
Symphony CLO XV, Ltd.			Structured Finance			Subordinated Structured Note			10/17/2014			Residual Interest, current yield 11.95%			—			1/19/2032			63,830			45,451			27,674			0.7		%	(5)(14)
																								45,451			27,674			0.7		%
The Octave Music Group, Inc.			Entertainment			First Lien Term Loan			2/26/2020			6.25% (1ML+ 5.25%) plus 0.75% PIK			1.00			5/29/2025			37,897			37,604			37,897			1.0		%	(3)(8)(10)(39)
																								37,604			37,897			1.0		%
Town & Country Holdings, Inc.			Distributors			First Lien Term Loan			1/26/2018			10.00% (3ML+ 8.50%)			1.50			1/26/2023			160,145			160,145			160,145			4.1		%	(3)(10)
																								160,145			160,145			4.1		%

See notes to consolidated financial statements.

27

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF JUNE 30, 2021

(in thousands, except share data)

																					June 30, 2021
Portfolio Company			Industry			Investments(1)(38)			Acquisition Date(44)			Coupon/Yield			Floor			Legal Maturity			Principal Value			Amortized Cost			Fair Value(2)			% of  Net Assets
LEVEL 3 PORTFOLIO INVESTMENTS
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
TPS, LLC			Machinery			First Lien Term Loan			11/30/2020			10.00% (3ML+ 9.00%) plus 1.50% PIK			1.00			11/30/2025			$	28,967		$	28,967		$	28,967		0.7		%	(3)(10)(39)
																								28,967			28,967			0.7		%
Transplace Holdings, Inc.			Transportation Infrastructure			Second Lien Term Loan			10/2/2017			9.75% (6ML+ 8.75%)			1.00			10/6/2025			30,900			30,384			30,900			0.8		%	(3)(8)(10)
																								30,384			30,900			0.8		%
United Sporting Companies, Inc. (18)			Distributors			Second Lien Term Loan			9/28/2012			13.25% (1ML+ 11.00%) plus 2.00% PIK			2.25			11/16/2019			144,692			103,730			6,936			0.2		%	(9)(10)
																								103,730			6,936			0.2		%
Universal Fiber Systems, LLC			Textiles, Apparel & Luxury Goods			Second Lien Term Loan			10/2/2015			10.50% (1ML+ 9.50%)			1.00			10/2/2022			37,000			36,868			36,515			0.9		%	(3)(8)(10)
																								36,868			36,515			0.9		%
Upstream Newco, Inc.			Health Care Providers & Services			First Lien Term Loan			11/20/2019			4.60% (1ML+ 4.50%)			—			11/20/2026			8,147			8,114			8,147			0.2		%	(3)(8)(10)
						Second Lien Term Loan			11/20/2019			8.60% (1ML+ 8.50%)			—			11/20/2027			22,000			21,835			22,000			0.6		%	(3)(8)(10)
																								29,949			30,147			0.8		%
USG Intermediate, LLC			Leisure Products			Revolving Line of Credit - $3,000 Commitment			4/15/2015			10.25% (1ML+ 9.25%)			1.00			8/24/2024			1,000			1,000			1,000			—		%	(10)(15)
						Senior Secured Term Loan B			4/15/2015			12.75% (1ML+ 11.75%)			1.00			8/24/2024			13,381			13,381			13,381			0.3		%	(3)(10)
						Equity			4/15/2015						—			N/A			—			1			—			—		%	(16)
																								14,382			14,381			0.3		%
Venio LLC (48)			Professional Services			First Lien Term Loan			2/19/2014			4.00% plus 10.00% PIK (3ML + 7.50%)			2.50			2/19/2020			15,235			15,235			12,760			0.3		%	(10)(39)
																								15,235			12,760			0.3		%
Vision Solutions, Inc. (29)			IT Services			Second Lien Term Loan			4/23/2021			8.00% (3ML+ 7.25%)			0.75			4/23/2029			60,000			59,438			60,000			1.5		%	(3)(8)(10)
																								59,438			60,000			1.5		%
Voya CLO 2012-4, Ltd.			Structured Finance			Subordinated Structured Note			11/5/2012			Residual Interest, current yield 9.72%			—			10/15/2030			40,612			30,665			24,830			0.6		%	(5)(14)
																								30,665			24,830			0.6		%
Voya CLO 2014-1, Ltd.			Structured Finance			Subordinated Structured Note			2/5/2014			Residual Interest, current yield 8.31%			—			4/18/2031			40,772			30,555			18,151			0.5		%	(5)(14)
																								30,555			18,151			0.5		%
Voya CLO 2016-3, Ltd.			Structured Finance			Subordinated Structured Note			9/30/2016			Residual Interest, current yield 11.32%			—			10/20/2031			28,100			25,390			20,221			0.5		%	(5)(14)
																								25,390			20,221			0.5		%
Voya CLO 2017-3, Ltd.			Structured Finance			Subordinated Structured Note			6/13/2017			Residual Interest, current yield 13.22%			—			4/20/2034			44,884			49,537			42,859			1.1		%	(5)(14)
																								49,537			42,859			1.1		%
VT Topco, Inc.			Commercial Services & Supplies			Second Lien Term Loan			8/14/2018			7.10% (1ML+ 7.00%)			—			8/17/2026			7,000			6,978			6,882			0.2		%	(3)(8)(10)
																								6,978			6,882			0.2		%
Total Non-Control/Non-Affiliate Investments (Level 3)																								$	3,372,750		$	2,925,327		74.2		%
Total Portfolio Investments (Level 3)																								$	6,058,124		$	6,201,778		157.2		%

See notes to consolidated financial statements.

28

---

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021

(1)The terms “Prospect,” “the Company,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise. The securities in which Prospect has invested were acquired in transactions that were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These securities may be resold only in transactions that are exempt from registration under the Securities Act.

(2)Fair value is determined by or under the direction of our Board of Directors. Unless otherwise indicated by endnote 47 below, all of our investments are valued using significant unobservable inputs. In accordance with ASC 820, such investments are classified as Level 3 within the fair value hierarchy. See Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion.

(3)Security, or a portion thereof, is held by Prospect Capital Funding LLC (“PCF”), our wholly owned subsidiary and a bankruptcy remote special purpose entity, and is pledged as collateral for the Revolving Credit Facility and such security is not available as collateral to our general creditors (see Note 4). The fair values of the investments held by PCF at December 31, 2021 and June 30, 2021 were $2,056,413 and $1,797,733, respectively, representing 29.4% and 29.0% of our total investments, respectively.

(4)Keystone Acquisition Corp. is the parent borrower on the second lien term loan. Other joint borrowers on this debt investment include Keystone Peer Review Organization, Inc., KEPRO Acquisitions, Inc., APS Healthcare Bethesda, Inc., Ohio KEPRO, Inc., and APS Healthcare Quality Review, Inc.

(5)This investment is in the equity class of the collateralized loan obligation (“CLO”) security, which is referred to as “Subordinated Structured Note,” or “SSN”. The SSN investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield, calculated using amortized cost, is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.

(6)During the year ended June 30, 2020, we increased our investment in PGX Holdings, Inc. (“PGX”) through a new 1.5 Lien Term Loan in the aggregate principal amount of $1,981. Attached to the incremental term loan investment were shares of common stock representing an 11.4% equity interest in PGX. As a result, our investment in PGX was transferred from non-control/non-affiliate to affiliate classification as of June 30, 2020. On July 21, 2021, we funded total commitments of $202,931, comprised of a $49,000 first lien senior secured floating rate term loan and a $153,931 second lien senior secured floating rate term loan, to support the refinancing of PGX. In connection with the refinancing, our $47,773 first lien senior secured term loan, $18,164 1.5 lien senior secured term loan and $122,271 second lien senior secured term loan outstanding with PGX were fully repaid at par.

(7)Engine Group, Inc., EMX Digital, Inc. (f/k/a Clearstream.TV, Inc.), and Engine International, Inc., are joint borrowers on the senior secured and the second lien term loans.

(8)Syndicated investment which was originated by a financial institution and broadly distributed.

(9)Investment on non-accrual status as of the reporting date (See Note 2).

(10)Certain variable rate securities in our portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. The 1-Month LIBOR, or “1ML”, was 0.10% as of December 31, 2021 and 0.10% as of June 30, 2021. The 2-Month LIBOR, or “2ML”, was 0.15% as of December 31, 2021 and 0.13% as of June 30, 2021. The 3-Month LIBOR, or “3ML”, was 0.21% as of December 31, 2021 and 0.15    % as of June 30, 2021. The 6-Month LIBOR, or “6ML”, was 0.34% as of December 31, 2021 and 0.16% as of June 30, 2021. The 12-Month LIBOR, or “12ML”, was 0.58% as of December 31, 2021 and 0.25% as of June 30, 2021. The Secured Overnight Financing Rate or “SOFR”, was 0.05% as of December 31, 2021 and 0.05% as of June 30, 2021.

(11)PeopleConnect Holdings, Inc. and Pubrec Holdings, Inc. are joint borrowers.

(12)The consolidated revenue interest is equal to the lesser of (i) 2.0% of consolidated revenue for the twelve-month period ending on the last day of the prior fiscal quarter (or portion thereof) and (ii) 25% of the amount of interest accrued on the Notes at the cash interest rate for such fiscal quarter (or portion thereof).

(13)The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.

See notes to consolidated financial statements.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(14)Investment has been designated as an investment not “qualifying” under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. As of December 31, 2021 and June 30, 2021, our qualifying assets, as a percentage of total assets, stood at 77.96% and 76.31%, respectively. We monitor the status of these assets on an ongoing basis.

(15)Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 7.25%. As of December 31, 2021 and June 30, 2021, we had $48,672 and $67,385, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies.

(16)Represents non-income producing security that has not paid a dividend in the year preceding the reporting date.

(17)The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment income from the investment. Distributions, once received, will be recognized as return of capital, and when called, any remaining unamortized investment costs will be written off if the actual distributions are less than the amortized investment cost. To the extent that the cost basis of the SSN is fully recovered, any future distributions will be recorded as realized gains.

(18)Ellett Brothers, LLC, Evans Sports, Inc., Jerry’s Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports Headquarters, Inc. are joint borrowers on the second lien term loan. United Sporting Companies, Inc. (“USC”) is a parent guarantor of this debt investment, and is 100% owned by SportCo Holdings, Inc. (“SportCo”). In June 2019, USC filed for Chapter 11 bankruptcy and began liquidating its remaining assets.

(19)Medusind Acquisition, Inc., Medusind Intermediate, Inc., Medusind Solutions Inc. and Medusind Inc. are joint borrowers.

(20)CP Holdings of Delaware LLC (“CP Holdings”), a consolidated entity in which we own 100% of the membership interests, owns 99.8% of CP Energy Services Inc. (“CP Energy”) as of December 31, 2021 and June 30, 2021. CP Energy owns directly or indirectly 100% of each of CP Well Testing, LLC; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. We report CP Energy as a separate controlled company. In June 2019, CP Energy purchased a controlling interest in the common equity of Spartan Energy Holdings, Inc. (“Spartan Holdings”), which owns 100% of Spartan Energy Services, LLC (“Spartan”), a portfolio company of Prospect with $16,019 in senior secured term loans (the “Spartan Term Loans”) due to us as of December 31, 2021. As a result of CP Energy’s purchase, and given Prospect’s controlling interest in CP Energy, our Spartan Term Loans are presented as control investments under CP Energy beginning June 30, 2019. Spartan remains the direct borrower and guarantor to Prospect for the Spartan Term Loans. In September 2020, we made a new $26,193 Series A preferred stock investment in Spartan Energy Holdings, Inc., which equates to 100% of the Series A non-voting non-convertible preferred stock outstanding. In September 2020, Spartan Energy Services, LLC fully repaid the $26,193 Senior Secured Term Loan B receivable to us at par. We recorded a realized gain of $2,832 in our Consolidated Statement of Operations for the quarter ended September 30, 2020 as a result of this transaction.

(21)Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a consolidated entity in which we own 100% of the membership interests, owns 98.90% and 99.01% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC (“Credit Central”)) as of December 31, 2021 and June 30, 2021, respectively. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC, the operating companies. We report Credit Central as a separate controlled company. Effective December 10, 2021, Credit Central’s term loan lenders were granted a first priority security interest on certain assets of Credit Central and our investment became classified as a First Lien Term Loan.

(22)Redstone Holdco 2 LP is the parent borrower on the second lien term loan. Redstone Buyer, LLC, Redstone Intermediate (Archer) HoldCo LLC, Redstone Intermediate (FRI) HoldCo LLC, Redstone Intermediate (NetWitness) HoldCo, LLC, and Redstone Intermediate (SecurID) HoldCo, LLC are joint borrowers on the Second Lien Term Loan.

(23)First Tower Holdings of Delaware LLC (“First Tower Delaware”), a consolidated entity in which we own 100% of the membership interests, owns 80.1% of First Tower Finance Company LLC (“First Tower Finance”), which owns 100% of First Tower, LLC, the operating company as of December 31, 2021 and June 30, 2021. We report First Tower Finance as a separate controlled company. Effective March 17, 2021, the First Tower, LLC lenders were granted a first priority security interest in First Tower Finance’s assets and our investment became classified as a First Lien Term Loan. Effective June 30, 2021, we increased our investment in our first lien term loan in the aggregate principal amount of $50,000 and that proceeds were returned to us as a distribution on our equity investment in First Tower, LLC.

See notes to consolidated financial statements.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(24)Energy Solutions Holdings Inc., a consolidated entity in which we own 100% of the equity, owns 100% of Freedom Marine Solutions, LLC (“Freedom Marine”), which owns Vessel Company, LLC, Vessel Company II, LLC and Vessel Company III, LLC. We report Freedom Marine as a separate controlled company.

(25)MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 100% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). MITY owns 100% of each of MITY-Lite, Inc. (“Mity-Lite”); Broda Enterprises USA, Inc.; and Broda Enterprises ULC (“Broda Canada”). We report MITY as a separate controlled company. Our subordinated unsecured note issued and outstanding to Broda Canada is denominated in Canadian Dollars (“CAD”). As of December 31, 2021 and June 30, 2021, the principal balance of this note was CAD 7,371. In accordance with ASC 830, Foreign Currency Matters (“ASC 830”), this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedule of Investments in USD. We formed a separate legal entity domiciled in the United States, MITY FSC, Inc., (“MITY FSC”) in which Prospect owns 100% of the equity. MITY FSC does not have material operations. This entity earns commission payments from MITY-Lite based on its sales to foreign customers, and distributes it to its shareholder. 

(26)NPH Property Holdings, LLC (“NPH”), a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of National Property REIT Corp. (“NPRC”) (f/k/a National Property Holdings Corp.), a property REIT which holds investments in several real estate properties. Additionally, NPRC invests in online consumer loans and rated secured structured notes through American Consumer Lending Limited (“ACLL”) and National General Lending Limited (“NGL”), respectively, its wholly owned subsidiaries. We report NPRC as a separate controlled company. See Note 3 for further discussion of the investments held by NPRC.

(27)Nationwide Acceptance Holdings LLC (“Nationwide Holdings”), a consolidated entity in which we own 100% of the membership interests, owns 94.48% of Nationwide Loan Company LLC, the operating company, as of December 31, 2021 and June 30, 2021. We report Nationwide Loan Company LLC as a separate controlled company. Prospect has a first priority security interest in the assets of Nationwide.

(28)NMMB Holdings, Inc. (“NMMB Holdings”), a consolidated entity in which we own 100% of the equity, owns 95.17% and 94.82% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of December 31, 2021 and June 30, 2021, respectively. NMMB owns 100% of Refuel Agency, Inc., which owns 100% of Armed Forces Communications, Inc. We report NMMB as a separate controlled company.

(29)Vision Solutions, Inc. and Precisely Software Incorporate (f/k/a Syncsort Incorporated) are joint borrowers on the Second Lien Term Loan.

(30)Prospect owns 99.96% of the equity of USES Corp. as of December 31, 2021 and June 30, 2021.

(31)Valley Electric Holdings I, Inc., a consolidated entity in which we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), another consolidated entity. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”). Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. We report Valley Electric as a separate controlled company.

(32)As of December 31, 2021 and June 30, 2021, Prospect owns 8.57% of the equity in Encinitas Watches Holdco, LLC (f/k/a Nixon Holdco, LLC), the parent company of Nixon, Inc.

(33)Prospect owns 9.19% of the equity in Targus Cayman HoldCo Limited (“Targus”), the parent company of Targus International LLC (“Targus International”), as of December 31, 2021 and June 30, 2021.

(34)On December 10, 2018, UTP Holdings Group, Inc. (“UTP Holdings”) purchased all of the voting stock of Universal Turbine Parts, LLC (“UTP”) and appointed a new Board of Directors to UTP Holdings, consisting of three employees of the Investment Advisor. At the time UTP Holdings acquired UTP, UTP Holdings (f/k/a Harbortouch Holdings of Delaware) was a wholly-owned holding company controlled by Prospect and therefore Prospect’s investment in UTP became classified as a control investment during the year ended June 30, 2019.

(35)As of December 31, 2021 and June 30, 2021, the residual profit interest includes both (i) 8.33% of New TLA and TLD residual profit and (ii) 100% of TLC residual profits, with both calculated quarterly in arrears.

(36)Prospect owns 100% of the preferred equity of Pacific World Corporation (“Pacific World”), which represents a 99.97% ownership interest of Pacific World as of December 31, 2021 and June 30, 2021. As a result, Prospect’s investment in Pacific World is classified as a control investment.

See notes to consolidated financial statements.

31

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(37)The following shows the composition of our investment portfolio at cost by control designation, investment type and by industry as of December 31, 2021:

Industry			1st Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Cost Total
Control Investments
Aerospace & Defense			$	80,510		$	—		$	—		$	—		$	—		$	22,738		$	103,248
Commercial Services & Supplies			117,460			—			—			—			7,200			27,349			152,009
Construction & Engineering			43,731			—			—			—			—			26,204			69,935
Consumer Finance			420,499			—			—			—			—			71,323			491,822
Diversified Consumer Services			—			—			—			—			—			2,378			2,378
Energy Equipment & Services			60,021			—			—			—			—			220,150			280,171
Equity Real Estate Investment Trusts (REITs)			470,575			—			—			—			—			3,410			473,985
Health Care Providers & Services			254,074			—			—			—			—			45,118			299,192
Machinery			28,622			—			—			—			—			6,866			35,488
Media			4,798			—			—			—			—			12,869			17,667
Online Lending			6,600			—			—			—			—			—			6,600
Personal Products			68,619			—			—			—			—			189,295			257,914
Trading Companies & Distributors			32,732			—			—			—			—			32,500			65,232
Structured Finance (A)			108,600			—			—			—			—			—			108,600
Total Control Investments			$	1,696,841		$	—		$	—		$	—		$	7,200		$	660,200		$	2,364,241
Affiliate Investments
Commercial Services & Supplies			$	3,680		$	—		$	—		$	—		$	—		$	10,303		$	13,983
Diversified Consumer Services			67,818			153,931			—			—			—			—			221,749
Textiles, Apparel & Luxury Goods			—			—			—			—			—			2,805			2,805
Total Affiliate Investments			$	71,498		$	153,931		$	—		$	—		$	—		$	13,108		$	238,537
Non-Control/Non-Affiliate Investments
Air Freight & Logistics			$	—		$	95,000		—			$	—		$	—		$	—		$	95,000
Auto Components			18,239			77,043			—			—			—			—			95,282
Building Products			—			35,000			—			—			—			—			35,000
Capital Markets			—			42,500			—			—			—			—			42,500
Commercial Services & Supplies			50,000			163,365			—			—			—			—			213,365
Communications Equipment			9,179			50,566			—			—			—			—			59,745
Consumer Finance			44,051			—			—			—			—			—			44,051
Distributors			169,104			103,730			—			—			—			—			272,834
Diversified Consumer Services			—			22,680			—			—			—			—			22,680
Diversified Financial Services			30,165			—			—			—			—			—			30,165
Diversified Telecommunication Services			25,896			46,641			—			—			—			—			72,537
Entertainment			30,095			—			—			—			—			—			30,095
Food Products			—			131,400			—			—			—			—			131,400
Health Care Equipment & Supplies			—			7,481			—			—			—			—			7,481
Health Care Providers & Services			187,110			185,321			—			—			—			1,546			373,977
Health Care Technology			65,000			—			—			—			—			—			65,000
Hotels, Restaurants & Leisure			24,045			—			—			—			—			—			24,045
Household Durables			—			29,749			3,930			—			—			2,001			35,680
Household Products			21,061			—			—			—			—			—			21,061
Insurance			—			21,939			—			—			—			—			21,939
Interactive Media & Services			249,831			—			—			—			—			—			249,831
Internet & Direct Marketing Retail			59,892			—			—			—			—			—			59,892
IT Services			169,350			108,659			—			—			—			—			278,009
Leisure Products			31,633			—			—			—			—			1			31,634
Machinery			56,661			9,979			—			—			—			—			66,640
Media			56,956			—			—			—			—			26,991			83,947
Paper & Forest Products			4,440			11,445			—			—			—			—			15,885

See notes to consolidated financial statements.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

Industry			1st Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Cost Total
Professional Services			63,743			48,276			—			—			—			—			112,019
Software			—			52,267			—			—			—			—			52,267
Technology Hardware, Storage & Peripherals			—			12,439			—			—			—			—			12,439
Textiles, Apparel & Luxury Goods			185,527			45,854			—			—			—			—			231,381
Structured Finance (A)			—			—			—			1,050,779			—			—			1,050,779
Total Non-Control/Non-Affiliate			$	1,551,978		$	1,301,334		$	3,930		$	1,050,779		$	—		$	30,539		$	3,938,560
Total Portfolio Investment Cost			$	3,320,317		$	1,455,265		$	3,930		$	1,050,779		$	7,200		$	703,847		$	6,541,338

The following table shows the composition of our investment portfolio at fair value by control designation, investment type and by industry as of December 31, 2021:

Industry			1st Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Fair Value Total			Fair Value % of Net Assets Applicable to Common Stock
Control Investments
Aerospace & Defense			$	80,005		$	—		$	—		$	—		$	—		$	—		$	80,005		1.9		%
Commercial Services & Supplies			74,948			—			—			—			5,824			—			80,772			2.0		%
Construction & Engineering			43,731			—			—			—			—			102,786			146,517			3.5		%
Consumer Finance			422,754			—			—			—			—			342,091			764,845			18.5		%
Diversified Consumer Services			—			—			—			—			—			3,833			3,833			0.1		%
Energy Equipment & Services			60,021			—			—			—			—			27,584			87,605			2.1		%
Equity Real Estate Investment Trusts (REITs)			470,575			—			—			—			—			638,023			1,108,598			26.8		%
Health Care Providers & Services			254,074			—			—			—			—			194,060			448,134			10.8		%
Machinery			28,622			—			—			—			—			22,870			51,492			1.2		%
Media			4,798			—			—			—			—			73,917			78,715			1.9		%
Online Lending			6,600			—			—			—			—			—			6,600			0.2		%
Personal Products			64,236			—			—			—			—			615			64,851			1.6		%
Trading Companies & Distributors			27,356			—			—			—			—			—			27,356			0.7		%
Structured Finance (A)			108,600			—			—			—			—			—			108,600			2.6		%
Total Control Investments			$	1,646,320		$	—		$	—		$	—		$	5,824		$	1,405,779		$	3,057,923		73.9		%
Fair Value % of Net Assets			39.8		%	—		%	—		%	—		%	0.1		%	34.0		%	73.9		%

See notes to consolidated financial statements.

33

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

Industry			1st Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Fair Value Total			Fair Value % of Net Assets Applicable to Common Stock
Affiliate Investments
Commercial Services & Supplies			$	3,680		$	—		$	—		$	—		$	—		$	15,256		$	18,936		0.5		%
Diversified Consumer Services			67,818			153,931			—			—			—			153,759			375,508			9.0		%
Textiles, Apparel & Luxury Goods			—			—			—			—			—			35,510			35,510			0.9		%
Total Affiliate Investments			$	71,498		$	153,931		$	—		$	—		$	—		$	204,525		$	429,954		10.4		%
Fair Value % of Net Assets			1.7		%	3.7		%	—		%	—		%	—		%	5.0		%	10.4		%
Non-Control/Non-Affiliate Investments
Air Freight & Logistics			$	—		$	95,000		$	—		$	—		$	—		$	—		$	95,000		2.3		%
Auto Components			18,497			77,887			—			—			—			—			96,384			2.3		%
Building Products			—			35,000			—			—			—			—			35,000			0.8		%
Capital Markets			—			42,500			—			—			—			—			42,500			1.0		%
Commercial Services & Supplies			50,000			163,687			—			—			—			—			213,687			5.2		%
Communications Equipment			9,662			50,640			—			—			—			—			60,302			1.5		%
Consumer Finance			44,403			—			—			—			—			—			44,403			1.1		%
Distributors			168,924			6,284			—			—			—			—			175,208			4.2		%
Diversified Consumer Services			—			23,000			—			—			—			—			23,000			0.6		%
Diversified Financial Services			30,165			—			—			—			—			—			30,165			0.7		%
Diversified Telecommunication Services			26,305			47,670			—			—			—			—			73,975			1.8		%
Entertainment			30,350			—			—			—			—			—			30,350			0.7		%
Food Products			—			131,948			—			—			—			—			131,948			3.2		%
Health Care Equipment & Supplies			—			7,037			—			—			—			—			7,037			0.2		%
Health Care Providers & Services			187,484			186,000			—			—			—			1,547			375,031			9.1		%
Health Care Technology			65,000			—			—			—			—			—			65,000			1.6		%
Hotels, Restaurants & Leisure			23,652			—			—			—			—			—			23,652			0.6		%
Household Durables			—			28,700			3,930			—			—			5,859			38,489			0.9		%
Household Products			21,061			—			—			—			—			—			21,061			0.5		%
Insurance			—			22,280			—			—			—			—			22,280			0.5		%
Interactive Media & Services			249,831			—			—			—			—			—			249,831			6.0		%
Internet & Direct Marketing Retail			59,949			—			—			—			—			—			59,949			1.4		%
IT Services			169,350			108,962			—			—			—			—			278,312			6.6		%
Leisure Products			31,469			—			—			—			—			—			31,469			0.8		%
Machinery			57,263			10,000			—			—			—			—			67,263			1.6		%
Media			56,540			—			—			—			—			—			56,540			1.4		%
Paper & Forest Products			4,447			10,756			—			—			—			—			15,203			0.4		%
Professional Services			61,692			50,000			—			—			—			—			111,692			2.7		%
Software			—			52,500			—			—			—			—			52,500			1.3		%
Technology Hardware, Storage & Peripherals			—			12,500			—			—			—			—			12,500			0.3		%
Textiles, Apparel & Luxury Goods			185,527			45,253			—			—			—			—			230,780			5.6		%
Structured Finance (A)			—			—			—			744,458			—			—			744,458			17.9		%
Total Non-Control/Non-Affiliate			$	1,551,571		$	1,207,604		$	3,930		$	744,458		$	—		$	7,406		$	3,514,969		84.8		%
Fair Value % of Net Assets			37.5		%	29.2		%	0.1		%	17.9		%	—		%	0.1		%	84.8		%
Total Portfolio			$	3,269,389		$	1,361,535		$	3,930		$	744,458		$	5,824		$	1,617,710		$	7,002,846		169.1		%
Fair Value % of Net Assets			79.0		%	32.9		%	0.1		%	17.9		%	0.1		%	39.1		%	169.1		%

(A) Our SSN investments do not have industry concentrations and as such have been separated in the tables above.

(B) Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants.

(38)The following table shows the composition of our investment portfolio at cost by control designation, investment type and by industry as of June 30, 2021:

Industry			1st Lien Term Loan			1.5 Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Cost Total
Control Investments
Aerospace & Defense			$	75,406		$	—		$	—		$	—		$	—		$	—		$	22,738		$	98,144
Commercial Services & Supplies			114,184			—			—			—			—			7,200			27,349			148,733
Construction & Engineering			43,731			—			—			—			—			—			26,204			69,935
Consumer Finance			344,968			—			65,599			—			—			—			71,323			481,890
Diversified Consumer Services			—			—			—			—			—			—			2,378			2,378
Energy Equipment & Services			57,078			—			—			—			—			—			220,149			277,227
Equity Real Estate Investment Trusts (REITs)			656,701			—			—			—			—			—			210			656,911
Health Care Providers & Services			237,571			—			—			—			—			—			45,118			282,689
Machinery			28,622			—			—			—			—			—			6,866			35,488
Media			4,874			—			—			—			—			—			12,869			17,743
Online Lending			6,600			—			—			—			—			—			—			6,600
Personal Products			62,450			—			—			—			—			—			186,795			249,245
Trading Companies & Distributors			32,748			—			—			—			—			—			32,500			65,248
Structured Finance (A)			90,200			—			—			—			—			—			—			90,200
Total Control Investments			$	1,755,133		$	—		$	65,599		$	—		$	—		$	7,200		$	654,499		$	2,482,431
Affiliate Investments
Commercial Services & Supplies			$	3,680		$	—		$	—		$	—		$	—		$	—		$	10,302		$	13,982
Diversified Consumer Services			45,720			18,164			122,272			—			—			—			—			186,156
Textiles, Apparel & Luxury Goods			—			—			—			—			—			—			2,805			2,805
Total Affiliate Investments			$	49,400		$	18,164		$	122,272		$	—		$	—		$	—		$	13,107		$	202,943
Non-Control/Non-Affiliate Investments
Air Freight & Logistics			$	—		$	—		$	12,500		$	—		$	—		$	—		$	—		$	12,500
Auto Components			18,307			—			57,016			—			—			—			—			75,323
Chemicals			28,745			—			—			—			—			—			—			28,745
Commercial Services & Supplies			9,718			—			85,184			—			—			—			—			94,902
Communications Equipment			9,151			—			50,558			—			—			—			—			59,709
Consumer Finance			37,429			—			12,525			—			—			—			—			49,954
Distributors			168,942			—			103,730			—			—			—			—			272,672
Diversified Consumer Services			—			—			22,659			—			—			—			—			22,659
Diversified Financial Services			30,165			—			—			—			—			—			—			30,165
Diversified Telecommunication Services			26,818			—			39,515			—			—			—			—			66,333
Entertainment			40,585			—			—			—			—			—			—			40,585
Food Products			—			—			61,409			—			—			—			—			61,409
Health Care Equipment & Supplies			—			—			7,478			—			—			—			—			7,478
Health Care Providers & Services			179,401			—			121,279			—			—			—			—			300,680
Hotels, Restaurants & Leisure			24,502			—			—			—			—			—			—			24,502
Household Durables			—			—			6,962			3,950			—			—			2,001			12,913
Household Products			21,186			—			—			—			—			—			—			21,186
Insurance			—			—			21,911			—			—			—			—			21,911
Interactive Media & Services			180,127			—			—			—			—			—			—			180,127
Internet & Direct Marketing Retail			54,677			—			—			—			—			—			—			54,677
IT Services			170,228			—			90,671			—			—			—			—			260,899
Leisure Products			20,241			—			—			—			—			—			1			20,242
Machinery			57,389			—			4,976			—			—			—			—			62,365
Media			61,224			—			—			—			—			—			26,991			88,215
Paper & Forest Products			4,418			—			11,429			—			—			—			—			15,847
Professional Services			83,958			—			48,057			—			—			—			—			132,015
Software			—			—			22,240			—			—			—			—			22,240
Technology Hardware, Storage & Peripherals			—			—			12,431			—			—			—			—			12,431
Textiles, Apparel & Luxury Goods			162,639			—			36,868			—			—			—			—			199,507
Transportation Infrastructure			—			—			30,384			—			—			—			—			30,384
Structured Finance			—			—			—			—			1,090,175			—			—			1,090,175
Total Non-Control/Non-Affiliate			$	1,389,850		$	—		$	859,782		$	3,950		$	1,090,175		$	—		$	28,993		$	3,372,750
Total Portfolio Investment Cost			$	3,194,383		$	18,164		$	1,047,653		$	3,950		$	1,090,175		$	7,200		$	696,599		$	6,058,124

See notes to consolidated financial statements.

34

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

The following table shows the composition of our investment portfolio at fair value by control designation, investment type and by industry as of June 30, 2021:

Industry			1st Lien Term Loan			1.5 Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Fair Value Total			Fair Value % of Net Assets
Control Investments
Aerospace & Defense			$	75,406		$	—		$	—		$	—		$	—		$	—		$	8,834		$	84,240		2.1		%
Commercial Services & Supplies			79,780			—			—			—			—			3,715			—			83,495			2.1		%
Construction & Engineering			43,731			—			—			—			—			—			105,964			149,695			3.8		%
Consumer Finance			344,968			—			68,137			—			—			—			305,267			718,372			18.2		%
Diversified Consumer Services			—			—			—			—			—			—			3,833			3,833			0.1		%
Energy Equipment & Services			57,078			—			—			—			—			—			26,126			83,204			2.1		%
Equity Real Estate Investment Trusts (REITs)			656,701			—			—			—			—			—			436,254			1,092,955			27.6		%
Health Care Providers & Services			237,571			—			—			—			—			—			174,768			412,339			10.5		%
Machinery			28,622			—			—			—			—			—			21,071			49,693			1.3		%
Media			4,874			—			—			—			—			—			42,014			46,888			1.2		%
Online Lending			6,600			—			—			—			—			—			—			6,600			0.2		%
Personal Products			62,450			—			—			—			—			—			8,647			71,097			1.8		%
Trading Companies & Distributors			27,106			—			—			—			—			—			—			27,106			0.7		%
Structured Finance (A)			90,200			—			—			—			—			—			—			90,200			2.3		%
Total Control Investments			$	1,715,087		$	—		$	68,137		$	—		$	—		$	3,715		$	1,132,778		$	2,919,717		74.0		%
Fair Value % of Net Assets			43.5		%	—		%	1.7		%	—		%	—		%	0.1		%	28.7		%	74.0		%
Affiliate Investments
Commerical Sevices & Supplies			$	3,680		$	—		$	—		$	—		$	—		$	—		$	13,760		$	17,440		0.4		%
Diversified Consumer Services			47,746			18,164			122,272			—			—			—			124,907			313,089			7.9		%
Textiles, Apparel & Luxury Goods			—			—			—			—			—			—			26,205			26,205			0.7		%
Total Affiliate Investments			$	51,426		$	18,164		$	122,272		$	—		$	—		$	—		$	164,872		$	356,734		9.0		%
Fair Value % of Net Assets			1.3		%	0.5		%	3.1		%	—		%	—		%	—		%	4.1		%	9.0		%
Non-Control/Non-Affiliate Investments
Air Freight & Logistics			$	—		$	—		$	12,500		$	—		$	—		$	—		$	—		$	12,500		0.3		%
Auto Components			18,633			—			57,887			—			—			—			—			76,520			1.9		%
Commercial Services & Supplies			9,800			—			85,382			—			—			—			—			95,182			2.4		%
Communications Equipment			9,556			—			49,325			—			—			—			—			58,881			1.5		%
Chemicals			28,863			—			—			—			—			—			—			28,863			0.7		%
Consumer Finance			38,041			—			15,188			—			—			—			—			53,229			1.3		%
Distributors			168,832			—			6,936			—			—			—			—			175,768			4.5		%
Diversified Consumer Services			—			—			22,711			—			—			—			—			22,711			0.6		%
Diversified Financial Services			30,165			—			—			—			—			—			—			30,165			0.8		%
Diversified Telecommunication Services			27,278			—			40,170			—			—			—			—			67,448			1.7		%
Entertainment			40,928			—			—			—			—			—			—			40,928			1.0		%
Food Products			—			—			61,948			—			—			—			—			61,948			1.6		%
Health Care Equipment & Supplies			—			—			6,721			—			—			—			—			6,721			0.2		%
Health Care Providers & Services			179,768			—			122,000			—			—			—			—			301,768			7.6		%
Hotels, Restaurants & Leisure			23,624			—			—			—			—			—			—			23,624			0.6		%
Household Durables			—			—			5,629			3,950			—			—			5,824			15,403			0.4		%
Household Products			21,186			—			—			—			—			—			—			21,186			0.5		%
Insurance			—			—			22,280			—			—			—			—			22,280			0.6		%

See notes to consolidated financial statements.

35

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

Industry			1st Lien Term Loan			1.5 Lien Term Loan			2nd Lien Term Loan			3rd Lien Term Loan			Subordinated Structured Notes			Subordinated Unsecured Debt			Equity (B)			Fair Value Total			Fair Value % of Net Assets
Interactive Media & Services			180,127			—			—			—			—			—			—			180,127			4.6		%
Internet & Direct Marketing Retail			56,114			—			—			—			—			—			—			56,114			1.5		%
IT Services			170,228			—			91,490			—			—			—			—			261,718			6.7		%
Leisure Products			20,287			—			—			—			—			—			—			20,287			0.5		%
Machinery			57,016			—			4,973			—			—			—			—			61,989			1.6		%
Media			60,224			—			—			—			—			—			707			60,931			1.5		%
Paper & Forest Products			4,468			—			11,347			—			—			—			—			15,815			0.4		%
Professional Services			82,058			—			50,000			—			—			—			—			132,058			3.3		%
Software			—			—			22,500			—			—			—			—			22,500			0.6		%
Technology Hardware, Storage & Peripherals			—			—			12,500			—			—			—			—			12,500			0.3		%
Textiles, Apparel & Luxury Goods			162,639			—			36,515			—			—			—			—			199,154			5.0		%
Transportation Infrastructure			—			—			30,900			—			—			—			—			30,900			0.8		%
Structured Finance			—			—			—			—			756,109			—			—			756,109			19.2		%
Total Non-Control/Non-Affiliate			$	1,389,835		$	—		$	768,902		$	3,950		$	756,109		$	—		$	6,531		$	2,925,327		74.2		%
Fair Value % of Net Assets			35.2		%	—		%	19.5		%	0.1		%	19.2		%	—		%	0.2		%	74.2		%
Total Portfolio			$	3,156,348		$	18,164		$	959,311		$	3,950		$	756,109		$	3,715		$	1,304,181		$	6,201,778		157.2		%
Fair Value % of Net Assets			80.0		%	0.5		%	24.3		%	0.1		%	19.2		%	0.1		%	33.0		%	157.2		%

(A) Our SSN investments do not have industry concentrations and as such have been separated in the tables above.

(B) Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants.

See notes to consolidated financial statements.

36

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(39)The interest rate on these investments, excluding those on non-accrual, contains a paid in kind (“PIK”) provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments.

The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed under the existing credit agreements, as of and for three months ended December 31, 2021:

Security Name			PIK Rate - Capitalized			PIK Rate - Paid as cash			Maximum Current PIK Rate
CP Energy Services Inc. - Senior Secured Term Loan			12.00		%	—		%	12.00		%	(A)
CP Energy Services Inc. - Senior Secured Term Loan A to Spartan Energy Services, LLC			9.00		%	—		%	9.00		%	(B)
Credit Central Loan Company, LLC - Subordinated Term Loan			10.00		%	—		%	10.00		%	(C)
Echelon Transportation, LLC - Senior Secured Term Loan			—		%	—		%	2.25		%	(D)
Echelon Transportation, LLC - Senior Secured Term Loan			—		%	—		%	1.00		%	(E)
First Tower Finance Company LLC - Senior Secured Term Loan			4.15		%	7.85		%	12.00		%
InterDent, Inc. - Senior Secured Term Loan B			12.00		%	—		%	12.00		%
MITY, Inc. - Senior Secured Note A			10.00		%	—		%	—		%	(F)
MITY, Inc. - Senior Secured Note B			20.00		%	—		%	10.00		%	(F)
National Property REIT Corp. - Senior Secured Term Loan A			—		%	3.53		%	3.53		%
National Property REIT Corp. - Senior Secured Term Loan B			—		%	5.50		%	5.50		%
National Property REIT Corp. - Senior Secured Term Loan C			—		%	2.25		%	2.25		%
National Property REIT Corp. - Senior Secured Term Loan D			—		%	2.50		%	2.50		%
Nationwide Loan Company LLC - Senior Subordinated Term Loan			—		%	10.00		%	10.00		%
Pacific World Corporation - Revolving Line of Credit			8.25		%	—		%	8.25		%	(G)
Pacific World Corporation - Senior Secured Term Loan A			6.25		%	—		%	6.25		%
The Octave Music Group, Inc. (fka Touchtunes) - First Lien Term Loan			—		%	0.75		%	0.75		%
Town & Country Holdings, Inc. - First Lien Term Loan			8.125		%	—		%	8.125		%	(H)
TPS, LLC - First Lien Term Loan			1.50		%	—		%	1.50		%
Valley Electric Co. of Mt. Vernon, Inc. - Senior Secured Note			—		%	2.50		%	2.50		%
Valley Electric Company, Inc. - Senior Secured Note			—		%	10.00		%	10.00		%
Venio LLC - First Lien Term Loan			1.00		%	—		%	1.00		%

(A) On September 30, 2021, the CP Energy Thirteenth Amendment to Loan Agreement was amended to allow 100% of the September 30, 2021 and December 31, 2021 interest accruing in cash to be payable in kind resulting in a current PIK rate capitalized of 12.00%.

(B) On October 28, 2021, the Spartan Energy Services, LLC Twenty-Second Amendment to Amended and Restated Senior Secured Loan Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 9.00%.

(C) On December 17, 2018, the Credit Central Senior Subordinated Loan Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 20.00%.

(D) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 14.00%.

(E) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 12.00%.

(F) On March 23, 2021, the Mity Amendment No. 1 and Waiver to Note Purchase Agreement was amended to allow Senior Secured Note A and Senior Secured Note B interest accruing in cash to be payable in kind resulting in a maximum current TLA PIK rate of 10% and TLB PIK rate of 20.00%.

(G) Effective as of December 29, 2021, the Pacific World Corporation Amendment No. 8 was amended to allow the Revolving Line of Credit interest accruing in cash to be payable in kind resulting in a maximum current rate of 8.25%.

(H) On December 31, 2021, the Town & Country Holdings, Inc. Seventh Amendment to Loan Agreement was amended to allow the First Lien Term loan interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 8.125%.

See notes to consolidated financial statements.

37

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed under the existing credit agreements, as of and for three months ended June 30, 2021:    

Security Name			PIK Rate - Capitalized			PIK Rate - Paid as cash			Maximum Current PIK Rate
Cinedigm DC Holdings, LLC - Senior Secured Term Loan			—%			2.50%			2.50%
CP Energy Services Inc. - Senior Secured Term Loan			12.00%			—%			12.00%			(A)
Credit Central Loan Company, LLC - Subordinated Term Loan			—%			10.00%			10.00%			(B)
Echelon Transportation, LLC - Senior Secured Term Loan			2.25%			—%			2.25%			(C)
Echelon Transportation, LLC - Senior Secured Term Loan			1.00%			—%			1.00%			(D)
First Tower Finance Company LLC - First Lien Term Loan			3.69%			8.31%			12.00%
InterDent, Inc. - Senior Secured Term Loan B			12.00%			—%			12.00%
MITY, Inc. - Senior Secured Note A			10.00%			—%			—%			(E)
MITY, Inc. - Senior Secured Note B			20.00%			—%			10.00%			(E)
National Property REIT Corp. - Senior Secured Term Loan A			—%			3.53%			3.53%
National Property REIT Corp. - Senior Secured Term Loan B			—%			5.50%			5.50%
National Property REIT Corp. - Senior Secured Term Loan C			—%			2.25%			2.25%
National Property REIT Corp. - Senior Secured Term Loan D			—%			2.50%			2.50%
Nationwide Loan Company LLC - Senior Secured Term Loan			—%			10.00%			10.00%
Pacific World Corporation - Senior Secured Term Loan A			6.25%			—%			6.25%
PGX Holdings, Inc. - Second Lien Term Loan			15.75%			—%			15.75%
PGX Holdings, Inc. - 1.5 Lien			14.50%			—%			14.50%
PGX Holdings, Inc. - First Lien Term Loan			4.25%			—%			4.25%
Rosa Mexicano - Revolving Line of Credit			4.50%			—%			4.50%			(F)
Rosa Mexicano - Senior Secured Term Loan			4.50%			—%			4.50%			(F)
The Octave Music Group, Inc. (fka Touchtunes) - First Lien Term Loan			—%			0.75%			0.75%
TPS, LLC - First Lien Term Loan			1.50%			—%			1.50%
Valley Electric Co. of Mt. Vernon, Inc. - Senior Secured Note			—%			2.50%			2.50%
Valley Electric Company, Inc. - Senior Secured Note			—%			10.00%			10.00%
Venio LLC - First Lien Term Loan			10.00%			—%			10.00%

(A) On June 29, 2021, the CP Energy Eleventh Amendment to Loan Agreement was amended to allow 100% of the June 30, 2021 interest accruing in cash to be payable in kind resulting in a current PIK rate capitalized of 12.00%.

(B) On December 17, 2018, the Credit Central Senior Subordinated Loan Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 20.00%.

(C) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 14.00%.

(D) On January 31, 2018, the Echelon Fourth Amended and Restated Credit Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 12.00%.

(E) On March 23, 2021, the Mity Amendment No. 1 and Waiver to Note Purchase Agreement was amended to allow Senior Secured Note A and Senior Secured Note B interest accruing in cash to be payable in kind resulting in a maximum current TLA PIK rate of 10% and TLB PIK rate of 20.00%.

(F) On September 30, 2020, the Rosa Mexicano Sixth Amendment to Loan Agreement was amended to allow interest accruing in cash to be payable in kind resulting in a maximum current PIK rate of 4.50% after the end of the Delayed Incremental Required Equity Contribution Period. The option for the interest accruing in cash to be payable in kind expired on June 30, 2021.

See notes to consolidated financial statements.

38

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(40)As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the six months ended December 31, 2021 with these controlled investments were as follows:

Controlled Companies			Fair Value at June 30, 2021			Gross Additions (Cost)(A)			Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at December 31, 2021			Interest income			Dividend income			Other income			Net realized gains (losses)
CP Energy Services Inc.			$	44,621		$	2,581		$	—		$	(3,200)		$	44,002		$	2,580		$	—		$	—		$	—
CP Energy - Spartan Energy Services, LLC			26,866			363			—			4,507			31,736			723			—			6			—
Credit Central Loan Company, LLC			78,023			3,841			—			7,661			89,525			7,401			—			—			—
Echelon Transportation LLC			84,240			5,104			—			(9,339)			80,005			5,457			—			—			—
First Tower Finance Company LLC			592,356			7,250			(1,159)			26,650			625,097			36,779			—			7,234			—
Freedom Marine Solutions, LLC			11,717			—			—			150			11,867			—			—			—			—
InterDent, Inc.			412,339			16,749			(246)			19,292			448,134			12,933			—			—			—
Kickapoo Ranch Pet Resort			3,833			—			—			—			3,833			—			—			—			—
MITY, Inc.			49,680			3,276			—			2,109			55,065			3,577			—			—			6
National Property REIT Corp.			1,189,755			115,356			(279,882)			198,569			1,223,798			32,561			—			21,162			—
Nationwide Loan Company LLC			47,993			—			—			2,230			50,223			2,071			1,750			—			—
NMMB, Inc.			46,888			—			(76)			31,903			78,715			261			3,046			—			—
Pacific World Corporation			71,097			8,669			—			(14,915)			64,851			2,322			—			—			—
R-V Industries, Inc.			49,693			—			—			1,799			51,492			1,431			441			—			—
Universal Turbine Parts, LLC			27,106			—			(16)			266			27,356			1,186			—			—			—
USES Corp.			33,815			—			—			(8,108)			25,707			102			—			—			—
Valley Electric Company, Inc.			149,695			—			—			(3,178)			146,517			3,557			1,700			333			—
Total			$	2,919,717		$	163,189		$	(281,379)		$	256,396		$	3,057,923		$	112,941		$	6,937		$	28,735		$	6

(A) Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, OID accretion and PIK interest, and any transfer of investments.

(B) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

(41)As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the six months ended December 31, 2021 with these affiliated investments were as follows:

Affiliated Companies			Fair Value at June 30, 2021			Gross Additions (Cost)(A)			Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at December 31, 2021			Interest income			Dividend income			Other income			Net realized gains (losses)
Nixon, Inc.			—			—			—			—			—			—			—			—			—
PGX Holdings, Inc.			313,089			224,983			(189,390)			26,825			375,508			16,592			—			3,942			—
RGIS Services, LLC			17,440			1			—			1,496			18,936			160			—			—			—
Targus Cayman HoldCo Limited			26,205			—			—			9,305			35,510			—			—			—			—
Total			$	356,734		$	224,984		$	(189,390)		$	37,626		$	429,954		$	16,752		$	—		$	3,942		$	—

(A) Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.

(B) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

See notes to consolidated financial statements.

39

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(42)As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2021 with these controlled investments were as follows:

Portfolio Company			Fair Value at June 30, 2020			Gross Additions (Cost)(A)			Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at June 30, 2021			Interest income			Dividend income			Other income			Net realized gains (losses)
CP Energy Services Inc.			$	51,174		$	4,678		$	(1)		$	(11,230)		$	44,621		$	4,680		$	—		$	—		$	—
CP Energy - Spartan Energy Services, LLC			18,711			28,694			(23,361)			2,822			26,866			1,252			—			25			2,832
Credit Central Loan Company, LLC			75,685			9,493			(3,764)			(3,391)			78,023			14,139			—			—			—
Echelon Transportation LLC			85,627			9,935			—			(11,322)			84,240			9,765			—			—			—
First Tower Finance Company LLC			508,465			3,001			(5,362)			86,252			592,356			60,928			—			21,081			—
Freedom Marine Solutions, LLC			12,351			600			—			(1,234)			11,717			—			—			—			—
InterDent, Inc.			230,757			15,637			—			165,945			412,339			22,479			—			—			—
Kickapoo Ranch Pet Resort			3,286			—			—			547			3,833			—			—			—			—
MITY, Inc.			51,905			7,208			850			(10,283)			49,680			10,078			—			66			2
National Property REIT Corp.			878,733			225,742			(83,450)			168,730			1,189,755			57,296			—			39,924			—
Nationwide Loan Company LLC			37,238			173			384			10,198			47,993			4,105			2,381			405			—
NMMB, Inc.			33,668			—			(152)			13,372			46,888			528			—			—			—
Pacific World Corporation			59,907			2,542			—			8,648			71,097			4,317			—			—			—
R-V Industries, Inc.			38,565			—			—			11,128			49,693			2,862			—			—			—
Universal Turbine Parts, LLC			26,599			316			(518)			709			27,106			2,347			—			—			121
USES Corp.			17,325			2,000			—			14,490			33,815			102			—			—			—
Valley Electric Company, Inc.			129,296			—			1,061			19,338			149,695			7,105			2,261			666			—
Total			$	2,259,292		$	310,019		$	(114,313)		$	464,719		$	2,919,717		$	201,983		$	4,642		$	62,167		$	2,955

(A) Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.

(B) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

(43)As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2021 with these affiliated investments were as follows:

Portfolio Company			Fair Value at June 30, 2020			Gross Additions (Cost)(A)			Gross Reductions (Cost)(B)			Net unrealized gains (losses)			Fair Value at June 30, 2021			Interest income			Dividend income			Other income			Net realized gains (losses)
Edmentum Ultimate Holdings, LLC			$	59,618		$	9,278		$	(63,425)		$	(5,471)		$	—		$	8,955		$	—		$	33		$	4,469
Nixon, Inc.			$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
PGX Holdings, Inc.			$	106,711		$	81,113		$	(1,489)		$	126,754		$	313,089		$	22,016		$	—		$	76		$	—
RGIS Services, LLC			$	—		$	19,276		$	(5,294)		$	3,458		$	17,440		$	—		$	378		$	—		$	—
Targus Cayman HoldCo Limited			$	21,208		$	—		$	—		$	4,997		$	26,205		$	—		$	—		$	—		$	—
			187,537			109,667			(70,208)			129,738			356,734			30,971			378			109			4,469

(A)    Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and any transfer of investments.

(B)    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales, impairments, and any transfer of investments.

See notes to consolidated financial statements.

40

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(44)Acquisition date represents the date of PSEC's initial investment. Follow-on acquisitions have occurred on the following dates to arrive at PSEC's current investment (excluding effects of capitalized PIK interest, premium/original issue discount amortization/accretion, and partial repayments) (See endnote 45 for NPRC equity follow-on acquisitions):

Portfolio Company			Investment			Follow-On Acquisition Dates			Follow-On Acquisitions (Excluding initial investment cost)
8th Avenue Food & Provisions, Inc.			Second Lien Term Loan			11/17/2020, 9/17/2021			$	7,051
ACE Cash Express, Inc.			Senior Secured Note			5/24/2019, 7/16/2019, 12/20/2019, 8/27/2020, 9/30/2020, 11/5/2020, 11/13/2020, 11/18/2020			18,105
Amerilife Group, LLC			Second Lien Term Loan			9/3/2020, 12/2/2020, 6/10/2021			12,060
Apidos CLO XI			Subordinated Structured Note			11/2/2016, 4/8/2021			7,559
Apidos CLO XII			Subordinated Structured Note			1/26/2018			4,070
Apidos CLO XV			Subordinated Structured Note			3/29/2018			6,480
Apidos CLO XXII			Subordinated Structured Note			2/24/2020			1,912
Atlantis Health Care Group (Puerto Rico), Inc.			Revolving Line of Credit			4/15/2013, 5/21/2013, 3/11/2014, 6/26/2017, 9/29/2017, 10/12/2017, 10/31/2017			7,500
Atlantis Health Care Group (Puerto Rico), Inc.			Senior Secured Term Loan			12/9/2016			42,000
Barings CLO 2018-III			Subordinated Structured Note			5/18/2018			9,255
BCPE North Star US Holdco 2, Inc.			Second Lien Term Loan			12/30/2021			65,000
Broder Bros., Co.			Senior Secured Note			1/29/2019, 2/28/2019, 9/10/2021, 9/30/2021			25,370
Brookside Mill CLO Ltd.			Subordinated Structured Note			1/29/2018			3,605
California Street CLO IX Ltd.			Subordinated Structured Note			9/6/2016, 10/17/2016			6,842
Cent CLO 21 Limited			Subordinated Structured Note			7/12/2018			1,024
CIFC Funding 2014-IV-R, Ltd.			Subordinated Structured Note			10/12/2018, 12/20/2021			2,860
Columbia Cent CLO 27 Limited			Subordinated Structured Note			12/2/2021			7,815
CP Energy Services Inc.			Senior Secured Term Loan A to Spartan Energy Services, LLC			4/9/2021			2,500
CP Energy Services Inc.			Common Stock			10/11/2013, 12/26/2013, 4/6/2018, 12/31/2019			69,586
Credit Central Loan Company, LLC			Class A Units			12/28/2012, 3/28/2014, 6/26/2014, 9/28/2016, 8/21/2019			11,975
Credit Central Loan Company, LLC			Subordinated Term Loan			6/26/2014, 9/28/2016			41,335
Curo Group Holdings Corp.			Senior Secured Note			8/31/2021, 11/18/2021			14,051
Curo Group Holdings Corp.			Second Lien Term Loan			7/31/2020, 10/6/2020, 10/8/2020, 10/19/2020, 11/12/2020, 11/18/2020, 11/20/2020			10,252
Echelon Transportation, LLC			Membership Interest			3/31/2014, 9/30/2014, 12/9/2016			22,488
Echelon Transportation, LLC			Senior Secured Term Loan			11/14/2018, 7/9/2019, 5/5/2020, 10/9/2020, 1/21/2021, 3/18/2021			5,465
First Tower Finance Company LLC			Class A Units			12/30/2013, 6/24/2014, 12/15/2015, 11/21/2016, 3/9/2018			39,885
First Tower Finance Company LLC			Subordinated Term Loan to First Tower, LLC			12/15/2015, 3/9/2018			20,924
Freedom Marine Solutions, LLC			Membership Interest			10/1/2009, 12/22/2009, 1/13/2010, 3/30/2010, 5/13/2010, 2/14/2011, 4/28/2011, 7/7/2011, 10/20/2011, 10/30/2015, 1/7/2016, 4/11/2016, 8/11/2016, 1/30/2017, 4/20/2017, 6/13/2017, 8/30/2017, 1/17/2018, 2/15/2018, 5/8/2018, 10/31/2018, 5/14/2021			40,468
Galaxy XV CLO, Ltd.			Subordinated Structured Note			8/21/2015, 3/10/2017			9,161
Galaxy XXVII CLO, Ltd.			Subordinated Structured Note			6/11/2015			1,460
GEON Performance Solutions, LLC			Revolving Line of Credit			12/12/2019, 1/10/2020, 2/3/2020, 2/6/2020, 3/2/2020, 3/6/2020, 4/9/2020, 5/7/2020, 6/3/2020			3,796
Global Tel*Link Corporation			Second Lien Term Loan			4/10/2019, 8/22/2019, 9/20/2019, 9/14/2021, 9/17/2021, 12/17/2021			21,743
Help/Systems Holdings, Inc.			Second Lien Term Loan			5/10/2018, 3/11/2019, 11/22/2019, 5/11/2021, 10/14/2021			54,649
Interdent, Inc.			Senior Secured Term Loan A			2/11/2014, 4/21/2014, 11/25/2014, 12/23/2014, 7/14/2021			83,903
Interdent, Inc.			Senior Secured Term Loan B			2/11/2014, 4/21/2014, 11/25/2014, 12/23/2014			76,125
Interventional Management Services, LLC			Revolving Line of Credit			2/25/2021, 11/17/2021			5,000
Jefferson Mill CLO Ltd.			Subordinated Structured Note			9/21/2018			2,047
K&N Parent, Inc.			Second Lien Term Loan			8/14/2018, 9/5/2018, 9/7/2018, 9/10/2018, 9/24/2018, 11/12/2020			13,111
Kickapoo Ranch Pet Resort			Membership Interest			10/21/2019, 12/4/2019			28
LCM XIV Ltd.			Subordinated Structured Note			9/25/2015, 5/18/2018			9,422

See notes to consolidated financial statements.

41

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

Portfolio Company			Investment			Follow-On Acquisition Dates			Follow-On Acquisitions (Excluding initial investment cost)
MITY, Inc.			Common Stock			6/23/2014			7,200
MITY, Inc.			Senior Secured Note A			1/17/2017, 3/23/2021			10,650
MITY, Inc.			Senior Secured Note B			1/17/2017, 6/3/2019			11,000
Nationwide Loan Company LLC			Class A Units			3/28/2014, 6/18/2014, 9/30/2014, 6/29/2015, 3/31/2016, 8/31/2016, 5/31/2017, 10/31/2017			20,469
Nationwide Loan Company LLC			Senior Subordinated Term Loan to Nationwide Acceptance LLC			12/28/2015, 8/31/2016			1,999
National Property REIT Corp.			Senior Secured Term Loan A			4/3/2020, 5/15/2020, 6/10/2020, 7/29/2020, 8/14/2020, 9/15/2020,10/15/2020, 10/30/2020, 11/10/2020, 11/13/2020, 11/19/2020, 12/11/2020, 1/27/2021, 2/25/2021, 3/11/2021, 5/14/2021, 6/14/2021, 6/25/2021, 8/16/2021, 11/15/2021, 11/26/2021, 12/1/2021, 12/28/2021			310,408
National Property REIT Corp.			Senior Secured Term Loan B			12/8/20221, 12/17/2021			6,400
National Property REIT Corp.			Senior Secured Term Loan C			10/23/2019, 1/23/2020, 3/31/2020, 4/8/2020, 8/4/2020, 12/7/2021			119,600
NMMB, Inc.			Senior Secured Term Loan			12/30/2019			15,100
Octagon Investment Partners XV, Ltd.			Subordinated Structured Note			4/27/2015, 8/3/2015, 6/27/2017			10,516
Octagon Investment Partners 18-R Ltd.			Subordinated Structured Note			3/23/2018			8,908
Pacific World Corporation			Revolving Line of Credit			10/21/2014, 12/19/2014, 4/7/2015, 4/22/2015, 8/12/2016, 10/18/2016, 2/7/2017, 2/21/2017, 4/26/2017, 10/11/2017, 10/17/2017, 1/16/2018, 12/27/2018, 3/15/2019, 7/2/2019, 8/15/2019, 9/1/2021, 10/19/2021			40,825
Pacific World Corporation			Convertible Preferred Equity			4/3/2019, 4/29/2019, 6/3/2019, 10/4/2019, 11/12/2019, 12/20/2019, 1/7/2020, 3/5/2020, 12/30/2021			22,600
PeopleConnect Holdings, LLC			Revolving Line of Credit			1/31/2020			1,115
PeopleConnect Holdings, LLC			Senior Secured Term Loan			10/21/2021			82,005
PetVet Care Centers, LLC			Second Lien Term Loan			11/22/2021			6,000
PGX Holdings, Inc.			First Lien Term Loan (restructured)			11/16/2021			20,000
PGX Holdings, Inc.			First Lien Term Loan			12/1/2020,12/14/2020,12/23/2020, 12/26/2020, 3/5/2021, 4/23/2021, 4/27/2021, 5/4/2021, 6/28/2021			34,589
PGX Holdings, Inc.			1.5 Lien Loan			9/18/2020, 12/31/2020			14,362
PGX Holdings, Inc.			Second Lien Term Loan			12/23/2016, 12/28/2016			15,034
Redstone Holdco 2 LP			Second Lien Term Loan			9/10/2021			17,903
Romark WM-R Ltd.			Subordinated Structured Note			3/29/2018			5,125
Rosa Mexicano			Revolving Line of Credit			3/27/2020			500
R-V Industries, Inc.			Common Stock			12/27/2016			1,854
Securus Technologies Holdings, Inc.			Second Lien Term Loan			11/13/2017, 11/24/2017, 8/6/2018, 8/24/2018, 3/18/2019			22,750
SEOTownCenter, Inc.			Senior Secured Term Loan A			11/2/2018			3,000
SEOTownCenter, Inc.			Senior Secured Term Loan B			11/2/2018			2,000
Shutterfly, LLC			First Lien Term Loan			9/17/2021			3,969
Symphony CLO XV, Ltd.			Subordinated Structured Note			12/7/2018			2,655
Town & Country Holdings, Inc.			First Lien Term Loan			7/13/2018, 7/16/2018			105,000
Transplace Holdings, Inc.			Second Lien Term Loan			1/4/2018, 11/3/2020			6,131
United Sporting Companies, Inc.			Second Lien Term Loan			3/7/2013			58,650
Universal Turbine Parts, LLC			Delayed Draw Term Loan			10/24/2019, 2/7/2020, 2/26/2020, 4/5/2021			3,216
USES Corp.			Senior Secured Term Loan A			6/15/2016, 6/29/2016, 2/22/2017, 4/27/2017, 5/4/2017, 8/30/2017, 10/11/2017, 12/11/2018, 8/30/2019			14,100
USG Intermediate, LLC			Revolving Line of Credit			7/2/2015, 9/23/2015, 9/14/2017, 8/21/2019, 9/17/2020, 9/8/2021			9,200
USG Intermediate, LLC			Senior Secured Term Loan B			8/24/2017, 7/30/2021			12,975
Valley Electric Company, Inc.			Common Stock			12/31/2012, 6/24/2014			18,502
Valley Electric Company, Inc.			Senior Secured Note			6/30/2014, 8/31/2018			5,129
Vision Solutions, Inc.			Second Lien Term Loan			5/28/2021, 6/24/2021			39,631
Voya CLO 2014-1, Ltd.			Subordinated Structured Note			3/29/2018			3,943
Wellpath Holdings, Inc.			First Lien Term Loan			10/8/2019, 10/8/2021			9,592
Wellpath Holdings, Inc.			Second Lien Term Loan			8/20/2019			1,993

See notes to consolidated financial statements.

42

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

(45)Since Prospect's initial common equity investment in NPRC on December 31, 2013, we have made numerous additional follow-on investments that have been used to invest in new and existing properties as well as online consumer loans and rated secured structured notes. These follow-on acquisitions are summarized by fiscal year below (excluding effects of return of capital distributions). Details of specific transactions are included in the respective fiscal year Form 10-K filing (refer to endnote 44 for NPRC term loan follow-on investments):

Fiscal Year			Follow-On Investments (NPRC Common Stock, excluding cost of initial investment)
2014			$	4,555
2015			68,693
2016			93,857
2017			116,830
2018			137,024
2019			11,582
2020			19,800
2022			3,200

(46)Prospect owns 38.95% of the preferred stock of Legere Pharmaceutical Holdings, Inc. (“Legere”), which represents 4.98% voting interest in Legere. Legere is the parent company of the borrower, Preventics, Inc. (d/b/a Legere Pharmaceuticals).

(47)This investment represents a Level 2 security in the ASC 820 table as of December 31, 2021. See Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion.

(48)During the year ended June 30, 2021, Venio, LLC repaid in full third-party first lien senior secured debt and, as a result of such repayment, our second lien secured term loan that was previously contractually subordinated to such third-party first lien senior secured debt was re-characterized to a first lien senior secured term loan. In December 2020, Venio, LLC completed the sale of a majority of its assets and we received $3,693 in proceeds, which was applied to the outstanding principal balance of our first lien term loan. As of December 31, 2021, $14,481 in aggregate principal remained outstanding. We expect to receive additional distributions from remaining assets and legal claims against a third party.

(49)CP Iris Holdco I, Inc. and CP Iris Holdco II, Inc. are joint borrowers on the Second Lien Term Loan.

(50)Medical Solutions Holdings, Inc. and Medical Solutions, LLC are joint borrowers on the Second Lien Term Loan.

See notes to consolidated financial statements.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)

Endnote Explanations as of December 31, 2021 (Unaudited) and June 30, 2021 (Continued)

Note 1. Organization

In this report, the terms “Prospect,” “the Company,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.

Prospect is a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). We were organized on April 13, 2004, and were funded in an initial public offering completed on July 27, 2004.

On May 15, 2007, we formed a wholly owned subsidiary Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly owned subsidiary Prospect Small Business Lending, LLC (“PSBL”) was formed on January 27, 2014, and purchased small business whole loans from online small business loan originators, including On Deck Capital, Inc. (“OnDeck”). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (“PYC”) and effective October 23, 2014, PYC holds a portion of our collateralized loan obligations (“CLOs”), which we also refer to as subordinated structured notes (“SSNs”). Each of these subsidiaries have been consolidated since operations commenced.

We consolidate certain of our wholly owned and substantially wholly owned holding companies formed by us in order to facilitate our investment strategy. The following companies are included in our consolidated financial statements and are collectively referred to as the “Consolidated Holding Companies”: CP Holdings of Delaware LLC (“CP Holdings”); Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC (“First Tower Delaware”); MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (“NMMB Holdings”); NPH Property Holdings, LLC (“NPH”); Prospect Opportunity Holdings I, Inc. (“POHI”); SB Forging Company, Inc. (“SB Forging”); STI Holding, Inc.; UTP Holdings Group Inc. (“UTP Holdings”); Valley Electric Holdings I, Inc. (“Valley Holdings I”); and Valley Electric Holdings II, Inc. (“Valley Holdings II”).

We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration” or the “Administrator”), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.

Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to identify investments with historical cash flows, asset collateral or contracted pro forma cash flows for investment.

Note 2. Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) pursuant to the requirements for reporting on Form 10-Q, ASC 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements include the accounts of Prospect, PCF, PSBL, PYC, and the Consolidated Holding Companies. All intercompany balances and transactions have been eliminated in consolidation. The financial results of our non-substantially wholly-owned holding companies and operating portfolio company investments are not consolidated in the financial statements. Any operating companies owned by the Consolidated Holding Companies are not consolidated.

Reclassifications

Certain reclassifications have been made in the presentation of prior consolidated financial statements and accompanying notes to conform to the presentation as of and for the six months ended December 31, 2021.

See notes to consolidated financial statements.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands, except share and per share data)

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.

Investment Classification

We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25% of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of December 31, 2021 and June 30, 2021, our qualifying assets as a percentage of total assets, stood at 77.96% and 76.31%, respectively.

Investment Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Amounts for investments traded but not yet settled are reported in Due to Broker or Due from Broker, in the Consolidated Statements of Assets and Liabilities.

Foreign Currency

Foreign currency amounts are translated into US Dollars (USD) on the following basis:

i.fair value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and

ii.purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such investment transactions, income or expenses.

We do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held or disposed of during the period. Such fluctuations are included within the net realized and net change in unrealized gains or losses from investments in the Consolidated Statements of Operations.

Investment Risks

Our investments are subject to a variety of risks. Those risks include the following:

Market Risk

Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.

Credit Risk

Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Liquidity Risk

Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.

Interest Rate Risk

Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.

Prepayment Risk

Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.

Structured Credit Related Risk

CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans. 

Foreign Currency

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Investment Valuation

As a BDC, and in accordance with the 1940 Act, we fair value our investment portfolio on a quarterly basis, with any unrealized gains and losses reflected in net increase (decrease) in net assets resulting from operations on our Consolidated Statement of Operations. To value our investments, we follow the guidance of ASC 820, Fair Value Measurement (“ASC 820”), that defines fair value, establishes a framework for measuring fair value in conformity with GAAP, and requires disclosures about fair value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.

Investments for which market quotations are readily available are valued at such market quotations.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below.

1.Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors.

2.The independent valuation firms prepare independent valuations for each investment based on their own independent assessments and issue their report.

3.The Audit Committee of our Board of Directors reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to the Board of Directors of the value for each investment.

4.The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.

Our non-CLO investments are valued utilizing a yield technique, enterprise value (“EV”) technique, net asset value technique, asset recovery technique, discounted cash flow technique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The asset recovery technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.

In applying these methodologies, additional factors that we consider in valuing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors.

Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities.  These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment.  In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold, as those portfolios are managed by non-affiliated third-party CLO collateral managers. The main risk factors are default risk, prepayment risk, interest rate risk, downgrade risk, and credit spread risk.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. See Note 8 for the disclosure of the fair value of our outstanding debt and the market observable inputs used in determining fair value.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Convertible Notes

We have recorded the Convertible Notes at their contractual amounts. We have determined that the embedded conversion options in the Convertible Unsecured Notes are not required to be separately accounted for as a derivative under ASC 815, Derivatives and Hedging. See Note 5 for further discussion on our Convertible Notes outstanding.

Revenue Recognition

Realized gains or losses on the sale of investments are calculated using the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Original issue discounts and market discounts are capitalized and accreted into interest income over the respective terms of the applicable loans using the effective interest method or straight-line, as applicable, and adjusted only for material amendments or prepayments. Upon a prepayment of a loan, prepayment premiums, original issue discount, or market discounts are recorded as interest income.

Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans are either applied to the cost basis or interest income, depending upon management’s judgment of the collectibility of the loan receivable. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current and future principal and interest collections when due are probable. Interest received and applied against cost while a loan is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. As of December 31, 2021, approximately 0.4% of our total assets at fair value are in non-accrual status.

Some of our loans and other investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, we capitalize the accrued interest (reflecting such amounts in the basis as additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point that we believe PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. We do not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if we believe that PIK is expected to be realized.

Interest income from investments in Subordinated Structured Notes (typically preferred shares, income notes or subordinated notes of CLO funds) and “equity” class of security of securitized trust is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash inflows from our CLO and securitized trust equity investments, including the expected residual payments, and the effective yield is determined and updated periodically.

Dividend income is recorded on the ex-dividend date.

Other income generally includes amendment fees, commitment fees, administrative agent fees and structuring fees which are recorded when earned. Excess deal deposits, net profits interests and overriding royalty interests are included in other income. See Note 10 for further discussion.

Federal and State Income Taxes

We have elected to be treated as a RIC and intend to continue to comply with the requirements of the Code applicable to RICs. We are required to distribute at least 90% of our investment company taxable income and intend to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain to stockholders; therefore, we have made no provision for income taxes. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated excess taxable income. As of December 31, 2021, we do not expect to have any excise tax due for the 2021 calendar year. Thus, we have not accrued any excise tax for this period.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate income tax rates. We would not be able to deduct distributions to stockholders, nor would we be required to make distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our accumulated earnings and profits attributable to non-RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of December 31, 2021, we did not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our federal tax returns for the tax years ended August 31, 2018 and thereafter remain subject to examination by the Internal Revenue Service.

Dividends and Distributions to Common Shareholders

Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future taxable earnings. Net realized capital gains, if any, are distributed at least annually.

Our distributions may exceed our earnings, and therefore, portions of the distributions that we make may be a return of the money originally invested and represent a return of capital distribution to shareholders for tax purposes.

Financing Costs

We record origination expenses related to our Revolving Credit Facility, and Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation for our Revolving Credit Facility and for our Prospect Capital InterNotes®. The effective interest method is used to amortize deferred financing costs for our remaining Unsecured Notes over the respective expected life or maturity. In the event that we modify or extinguish our debt before maturity, we follow the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Revolving Credit Facility, any unamortized deferred costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our Unsecured Notes, any unamortized deferred costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Unamortized deferred financing costs are presented as a direct deduction to the respective Unsecured Notes (see Notes 5, 6, and 7).

We may record registration expenses related to shelf filings as prepaid expenses. These expenses consist principally of the Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These prepaid expenses are charged to capital upon the receipt of proceeds from an equity offering or charged to expense if no offering is

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

completed. As of December 31, 2021 and June 30, 2021, there are no prepaid expenses related to registration expenses and all amounts incurred have been expensed.

Guarantees and Indemnification Agreements

We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain guarantees.

Per Share Information

In accordance with ASC 946, senior equity securities, such as preferred stock, are not considered in the calculation of net asset value per share. Net asset value per share also excludes the effects of assumed conversion of outstanding convertible securities, regardless of whether their conversion would have a diluting effect. Therefore, our net asset value is presented on the basis of per common share outstanding as of the applicable period end.

We compute earnings per common share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic earnings per common share is calculated by dividing the net increase (decrease) in net assets resulting from operations applicable to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share reflects the assumed conversion of dilutive securities.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company’s consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months ended December 31, 2021.

In August 2020, FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. We are currently evaluating the impact, if any, of adopting this ASU on our consolidated financial statements and disclosures.

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Note 3. Portfolio Investments

At December 31, 2021, we had investments in 127 long-term portfolio investments and CLOs, which had an amortized cost of $6,541,338 and a fair value of $7,002,846. At June 30, 2021, we had investments in 124 long-term portfolio investments and CLOs, which had an amortized cost of $6,058,124 and a fair value of $6,201,778.

The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $1,280,041 and $522,719 during the six months ended December 31, 2021 and December 31, 2020, respectively. Debt repayments and considerations from sales of equity securities of approximately $768,060 and $483,420 were received during the six months ended December 31, 2021 and December 31, 2020, respectively.

The following table shows the composition of our investment portfolio as of December 31, 2021 and June 30, 2021:

			December 31, 2021												June 30, 2021
			Cost						Fair Value						Cost						Fair Value
Revolving Line of Credit			$	37,260					$	37,252					$	27,522					$	27,503
Senior Secured Debt			3,283,057						3,232,137						3,166,861						3,128,845
Subordinated Secured Debt			1,459,195						1,365,465						1,069,767						981,425
Subordinated Unsecured Debt			7,200						5,824						7,200						3,715
Subordinated Structured Notes			1,050,779						744,458						1,090,175						756,109
Equity			703,847						1,617,710						696,599						1,304,181
Total Investments			$	6,541,338					$	7,002,846					$	6,058,124					$	6,201,778

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

In the previous table and throughout the remainder of this footnote, we aggregate our portfolio investments by type of investment, which may differ slightly from the nomenclature used by the constituent instruments defining the rights of holders of the investment, as disclosed on our Consolidated Schedules of Investments (“SOI”). The following investments are included in each category:

•Revolving Line of Credit includes our investments in delayed draw term loans.

•Senior Secured Debt includes investments listed on the SOI such as senior secured term loans, senior term loans, secured promissory notes, senior demand notes, and first lien term loans.

•Subordinated Secured Debt includes investments listed on the SOI such as subordinated secured term loans, subordinated term loans, senior subordinated notes, 1.5 lien term loans, second lien term loans, and third lien term loans.

•Subordinated Unsecured Debt includes investments listed on the SOI such as subordinated unsecured notes and senior unsecured notes.

•Subordinated Structured Notes includes our investments in the “equity” security class of CLO funds such as income notes, preference shares, and subordinated notes.

•Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants.

The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of December 31, 2021:

			Level 1						Level 2						Level 3						Total
Revolving Line of Credit			$	—					$	—					$	37,252					$	37,252
Senior Secured Debt			—						52,982						3,179,155						3,232,137
Subordinated Secured Debt			—						—						1,365,465						1,365,465
Subordinated Unsecured Debt			—						—						5,824						5,824
Subordinated Structured Notes			—						—						744,458						744,458
Equity			—						—						1,617,710						1,617,710
Total Investments			$	—					$	52,982					$	6,949,864					$	7,002,846

52

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30, 2021:

			Level 1						Level 2						Level 3						Total
Revolving Line of Credit			$	—					$	—					$	27,503					$	27,503
Senior Secured Debt			—						24,706						3,104,139						3,128,845
Subordinated Secured Debt			—						15,188						966,237						981,425
Subordinated Unsecured Debt			—						—						3,715						3,715
Subordinated Structured Notes			—						—						756,109						756,109
Equity			—						—						1,304,181						1,304,181
Total Investments			$	—					$	39,894					$	6,161,884					$	6,201,778

The following tables show the aggregate changes in the fair value of our Level 3 investments during the six months ended December 31, 2021:

			Fair Value Measurements Using Unobservable Inputs (Level 3)
			Control  Investments						Affiliate  Investments						Non-Control/  Non-Affiliate  Investments						Total
Fair value as of June 30, 2021			$	2,919,717					$	356,734					$	2,885,433					$	6,161,884
Net realized gains (losses) on investments			6						—						(9,406)						(9,400)
Net change in unrealized gains			256,396						37,626						27,547						321,569
Net realized and unrealized gains			256,402						37,626						18,141						312,169
Purchases of portfolio investments			129,633						222,931						828,316						1,180,880
Payment-in-kind interest			33,272						27						1,413						34,712
Accretion (amortization) of discounts and premiums, net			284						2,026						(34,622)						(32,312)
Repayments and sales of portfolio investments			(281,385)						(189,390)						(257,199)						(727,974)
Transfers into Level 3(2)			—						—						20,505						20,505
Fair value as of December 31, 2021			$	3,057,923					$	429,954					$	3,461,987					$	6,949,864

			Revolving Line of Credit						Senior Secured Debt						Subordinated Secured Debt						Subordinated Unsecured Debt						Subordinated Structured Notes						Equity						Total
Fair value as of June 30, 2021			$	27,503					$	3,104,139					$	966,237					$	3,715					$	756,109					$	1,304,181					$	6,161,884
Net realized gains (losses) on investments			—						—						—						6						(9,406)						—						(9,400)
Net change in unrealized gains (losses)			11						(14,253)						(326)						2,109						27,745						306,283						321,569
Net realized and unrealized gains (losses)			11						(14,253)						(326)						2,115						18,339						306,283						312,169
Purchases of portfolio investments			9,000						435,047						720,069						—						9,518						7,246						1,180,880
Payment-in-kind interest			822						32,135						1,755						—						—						—						34,712
Accretion (amortization) of discounts and premiums, net			—						5,718						1,478						—						(39,508)						—						(32,312)
Repayments and sales of portfolio investments			(84)						(474,029)						(253,855)						(6)						—						—						(727,974)
Transfers within Level 3(1)			—						69,893						(69,893)						—						—						—						—
Transfers into Level 3(2)									20,505																														20,505
Fair value as of December 31, 2021			$	37,252					$	3,179,155					$	1,365,465					$	5,824					$	744,458					$	1,617,710					$	6,949,864

(1)Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.

(2)Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. During the three months ended December 31, 2021 one of our senior secured notes transferred out of Level 2 to Level 3 because inputs to the valuation became unobservable.

53

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The following tables show the aggregate changes in the fair value of our Level 3 investments during the six months ended December 31, 2020:

			Fair Value Measurements Using Unobservable Inputs (Level 3)
			Control  Investments						Affiliate  Investments						Non-Control/  Non-Affiliate  Investments						Total
Fair value as of June 30, 2020			$	2,259,292					$	187,537					$	2,785,499					$	5,232,328
Net realized gains on investments			2,832						3,724						—						6,556
Net change in unrealized gains			181,588						85,706						64,451						331,745
Net realized and unrealized gains			184,420						89,430						64,451						338,301
Purchases of portfolio investments			150,489						35,423						289,573						475,485
Payment-in-kind interest			23,803						12,254						1,767						37,824
Accretion of discounts and premiums, net			209						6,522						13,320						20,051
Repayments and sales of portfolio investments			(69,490)						(67,231)						(353,232)						(489,953)
Transfers out of Level 3(2)			—						—						(11,308)						(11,308)
Fair Value as of December 31, 2020			$	2,548,723					$	263,935					$	2,790,070					$	5,602,728

			Revolving Line of Credit						Senior Secured Debt						Subordinated Secured Debt						Subordinated Unsecured Debt						Subordinated Structured Notes						Equity						Total
Fair value as of June 30, 2020			$	36,944					$	2,422,523					$	1,269,398					$	51,079					$	708,961					$	743,423					$	5,232,328
Net realized gains on investments			—						2,830						—						—						—						3,726						6,556
Net change in unrealized gains (losses)(1)			47						76,299						54,376						(11,755)						25,262						187,516						331,745
Net realized and unrealized gains (losses)			47						79,129						54,376						(11,755)						25,262						191,242						338,301
Purchases of portfolio investments			2,000						310,365						84,232						—						—						78,888						475,485
Payment-in-kind interest			228						18,436						16,540						2,620						—						—						37,824
Accretion of discounts and premiums, net			—						1,378						1,067						6,439						11,167						—						20,051
Repayments and sales of portfolio investments			(14,041)						(231,390)						(186,898)						(48,383)						—						(9,241)						(489,953)
Transfers within Level 3(1)			—						34,791						(54,204)						—						—						19,413						—
Transfers out of Level 3(2)			—						(8,438)						(2,870)						—						—						—						(11,308)
Fair Value as of December 31, 2020			$	25,178					$	2,626,794					$	1,181,641					$	—					$	745,390					$	1,023,725					$	5,602,728

(1)Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.

(2)Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. During the three months ended December 31, 2020 one of our senior secured notes and one of our subordinated secured notes transferred out of Level 3 to Level 2 because the inputs to the valuation became observable.

For the six months ended December 31, 2021 and December 31, 2020, the net change in unrealized gains (losses) on the investments that use Level 3 inputs was $325,417 and $250,623 for investments still held as of December 31, 2021 and December 31, 2020, respectively.

Impact of the novel coronavirus (“COVID-19”) pandemic

On March 11, 2020, the World Health Organization declared the novel coronavirus (the "COVID-19") as a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. COVID-19 has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic recession.

COVID-19 has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human Services Secretary declared a public health emergency in the United States. COVID-19 had a devastating impact on the global economy, including the U.S. economy, and resulted in a global economic recession. Many states issued orders requiring the closure of non-essential businesses and/or requiring residents to stay at home. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, began to relax the early public health restrictions with a view to partially or fully reopening their economies, many cities, both globally and in the United States, continue to experience, from time to time, surges in the reported number of cases and hospitalizations related to the COVID-19 pandemic. Increases in cases can and have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Additionally, the

54

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

vaccine produced by Johnson & Johnson is currently authorized for emergency use, and the U.S. Food and Drug Administration (“FDA”) has granted full approval to the vaccines produced by Pfizer-BioNTech and Moderna, which will now be marketed as Comirnaty and Spikevax, respectively. However, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Various factors could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a substantial economic downturn or recession, and our business and operations, as well as the business and operations of our portfolio companies, could be materially adversely affected by a prolonged economic downturn or recession in the United States and other major markets.

The COVID-19 pandemic (including the preventative measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies and SSN investments. The COVID-19 pandemic continues to have a particularly adverse impact on industries in which certain of our portfolio companies operate, including energy, hospitality, travel, retail and restaurants. Certain of our portfolio companies in other industries have also been significantly impacted. The COVID-19 pandemic is continuing as of the filing date of this Quarterly Report, and its extended duration may have further adverse impacts on our portfolio companies and SSN investments after December 31, 2021, including for the reasons described herein. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or may continue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loans made by us, subject to availability under the terms of such loans.

As a BDC, we are required to carry our investments at fair value as determined in good faith by our Board of Directors. Depending on market conditions, we could incur substantial losses in future periods, which could have a material adverse impact on our business, financial condition, and results of operations.     

Although it is difficult to predict the extent of the impact of the COVID-19 outbreak on the underlying CLO vehicles we invest in, CLO vehicles in which we invest may fail to satisfy certain financial covenants, including with respect to adequate collateralization and/or interest coverage tests. Such failure could cause the assets of the CLO vehicle to not receive full par credit for purposes of calculation of the CLO vehicle’s overcollateralization tests and as a consequence, may lead to a reduction in such CLO vehicle’s payments to us because holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO vehicle or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.

The COVID-19 pandemic has adversely impacted the fair value of some of our investments as of December 31, 2021, and the values assigned as of this date may differ materially from the values that we may ultimately realize with respect to our investments. The impact of the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often from a time period earlier, generally two to three months, than the quarter for which we are reporting. Additionally, we may not have yet received information or certifications from our portfolio companies that indicate any or the full extent of declining performance or non-compliance with debt covenants, as applicable, as a result of the COVID-19 pandemic. As a result, our valuations at December 31, 2021 may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. In addition, write downs in the value of some of our investments have reduced, and any additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation). Accordingly, we may incur net unrealized losses or may incur realized losses after December 31, 2021, which could have a material adverse effect on our business, financial condition and results of operations.

55

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2021 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted Average

Senior Secured Debt

$

1,557,888

Discounted cash flow (Yield analysis)

Market yield

4.7% to 17.2%

9.5%

Senior Secured Debt

424,468

Enterprise value waterfall (Market approach)

EBITDA multiple

5.5x to 10.5x

9.1x

Senior Secured Debt

133,318

Enterprise value waterfall (Market approach)

Revenue multiple

0.6x to 1.5x

1.1x

Senior Secured Debt

80,005

Enterprise value waterfall (Discounted cash flow)

Discount rate

8.0% to 10.0%

9.0%

Senior Secured Debt

12,199

Asset recovery analysis

Recoverable amount

n/a

n/a

Senior Secured Debt (1)

6,600

Enterprise value waterfall

Loss-adjusted discount rate

4.9% to 8.3%

7.5%

Projected loss rates

0.0% to 2.0%

0.03%

Senior Secured Debt (2)

108,600

Enterprise value waterfall

Discount rate (3)

6.9% to 12.5%

9.3%

Senior Secured Debt

330,799

Enterprise value waterfall (Market approach)

Tangible book value multiple

3.3x to 3.8x

3.5x

Earnings multiple

6.0x to 7.0x

6.5x

Discount rate

12.8% to 13.8%

13.3%

Senior Secured Debt

71,695

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.4x to 2.8x

2.6x

Earnings multiple

5.0x to 6.0x

5.5x

Senior Secured Debt

20,260

Enterprise value waterfall (Market approach)

Tangible book value multiple

1.3x to 1.5x

1.4x

Senior Secured Debt

470,575

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.1% to 7.7%

4.6%

Subordinated Secured Debt

1,355,251

Discounted cash flow (Yield analysis)

Market yield

7.3% to 21.5%

10.4%

Subordinated Secured Debt

3,930

Enterprise value waterfall (Market approach)

Revenue multiple

0.5x to 0.6x

0.6x

Tangible book value multiple

n/a

n/a

Earnings multiple

5.0x to 6.0x

5.5x

Subordinated Secured Debt

6,284

Asset recovery analysis

Recoverable amount

n/a

n/a

Subordinated Unsecured Debt

5,824

Enterprise value waterfall (Market approach)

Revenue multiple

0.5x to 0.6x

0.6x

Subordinated Structured Notes

744,458

Discounted cash flow

Discount rate (3)

0.3% to 29.8%

17.3%

Preferred Equity

16,332

Enterprise value waterfall (Market approach)

Revenue multiple

0.5x to 1.4x

1.0x

Preferred Equity

1,547

Enterprise value waterfall (Market approach)

EBITDA multiple

4.0x to 5.0x

4.5x

Common Equity/Interests/Warrants

581,350

Enterprise value waterfall (Market approach)

EBITDA multiple

5.5x to 10.5x

8.9x

Common Equity/Interests/Warrants

21,115

Enterprise value waterfall (Market approach)

Revenue multiple

0.5x to 1.1x

0.9x

Common Equity/Interests/Warrants (1)

6,531

Enterprise value waterfall

Loss-adjusted discount rate

4.9% to 8.3%

7.5%

Projected loss rates

0.0% to 2.0%

0.03%

Common Equity/Interests/Warrants (2)

23,101

Enterprise value waterfall

Discount rate (3)

6.9% to 12.5%

9.3%

Common Equity/Interests/Warrants (4)

50,700

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.1% to 7.7%

4.6%

Common Equity/Interests/Warrants

294,298

Enterprise value waterfall (Market approach)

Tangible book value multiple

3.3x to 3.8x

3.5x

Earnings multiple

6.0x to 7.0x

6.5x

Discount rate

12.8% to 13.8%

13.3%

Common Equity/Interests/Warrants

17,830

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.4x to 2.8x

2.6x

Earnings multiple

5.0x to 6.0x

5.5x

Common Equity/Interests/Warrants

29,963

Enterprise value waterfall (Market approach)

Tangible book value multiple

1.3x to 1.5x

1.4x

Common Equity/Interests/Warrants

557,691

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.1% to 7.7%

4.6%

Common Equity/Interests/Warrants

5,385

Enterprise value waterfall (Discounted cash flow)

Discount rate

15.0% to 30.0%

22.2%

56

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted Average

Common Equity/Interests/Warrants

11,867

Asset recovery analysis

Recoverable amount

21.6% to 26.7%

24.1%

Total Level 3 Investments

$

6,949,864

(1)Represents an investment in a Real Estate Investment Trust subsidiary. The Enterprise Value analysis includes the fair value of our investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique.

(2)Represents an investment in a Real Estate Investment Trust subsidiary. The Enterprise Value analysis includes the fair value of our investments in such indirect subsidiary’s rated secured structured notes, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above.

(3)Represents the implied discount rate based on our internally generated single-cash flow model that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

(4)Represents Residual Profit Interests in Real Estate Investments.

57

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2021 were as follows:

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted Average

Senior Secured Debt

$

1,403,795

Discounted cash flow (Yield analysis)

Market yield

4.4% to 19.5%

9.2%

Senior Secured Debt

436,000

Enterprise value waterfall (Market approach)

EBITDA multiple

5.5x to 11.5x

9.7x

Senior Secured Debt

105,212

Enterprise value waterfall (Market approach)

Revenue multiple

0.8x to 1.6x

1.3x

Senior Secured Debt

75,406

Enterprise value waterfall (Discounted cash flow)

Discount rate

7.7% to 9.7%

8.7%

Senior Secured Debt

12,760

Asset recovery analysis

Recoverable amount

n/a

n/a

Senior Secured Debt (1)

6,600

Enterprise value waterfall

Loss-adjusted discount rate

3.9% to 9.5%

7.8%

Projected loss rates

0.0% to 2.4%

0.1%

Senior Secured Debt (2)

90,200

Enterprise value waterfall

Discount rate (3)

6.8% to 12.4%

9.2%

Senior Secured Debt

324,708

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.9x to 3.1x

3.0x

Earnings multiple

6.5x to 7.5x

7.0x

Discount rate

13.0% to 14.0%

13.5%

Senior Secured Debt

20,260

Enterprise value waterfall (Market approach)

Tangible book value multiple

1.2x to 1.4x

1.3x

Senior Secured Debt

656,701

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.8% to 8.1%

5.9%

Subordinated Secured Debt

887,214

Discounted cash flow (Yield analysis)

Market yield

4.9% to 25.0%

10.1%

Subordinated Secured Debt

3,950

Enterprise value waterfall (Market approach)

Revenue multiple

0.4x to 0.5x

0.5x

Subordinated Secured Debt

68,137

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.2x to 2.6x

2.4x

Earnings multiple

6.0x to 7.0x

6.5x

Subordinated Secured Debt

6,936

Asset recovery analysis

Recoverable amount

n/a

n/a

Subordinated Unsecured Debt

3,715

Enterprise value waterfall (Market approach)

EBITDA multiple

7.5x to 8.5x

8.0x

Subordinated Structured Notes

756,109

Discounted cash flow

Discount rate (3)

0.1% to 31.0%

21.8%

Preferred Equity

19,857

Enterprise value waterfall (Market approach)

Revenue multiple

0.8x to 1.4x

1.1x

Preferred Equity

3,199

Enterprise value waterfall (Market approach)

EBITDA multiple

7.1x to 9.1x

8.1x

Common Equity/Interests/Warrants

507,539

Enterprise value waterfall (Market approach)

EBITDA multiple

5.5x to 11.5x

9.1x

Common Equity/Interests/Warrants

5,824

Enterprise value waterfall (Market approach)

Revenue multiple

0.4x to 0.5x

0.5x

Common Equity/Interests/Warrants (1)

4,068

Enterprise value waterfall

Loss-adjusted discount rate

3.9% to 9.5%

7.8%

Projected loss rates

0.0% to 2.4%

0.1%

Common Equity/Interests/Warrants (2)

18,108

Enterprise value waterfall

Discount rate (3)

6.8% to 12.4%

9.2%

Common Equity/Interests/Warrants

379,572

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.8% to 8.1%

5.9%

Common Equity/Interests/Warrants

267,648

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.9x to 3.1x

3.0x

Earnings multiple

6.5x to 7.5x

7.0x

Discount rate

13.0% to 14.0%

13.5%

Common Equity/Interests/Warrants

9,886

Enterprise value waterfall (Market approach)

Tangible book value multiple

2.2x to 2.6x

2.4x

Earnings multiple

6.0x to 7.0x

6.5x

Common Equity/Interests/Warrants

27,733

Enterprise value waterfall (Market approach)

Tangible book value multiple

1.2x to 1.4x

1.3x

Common Equity/Interests/Warrants (4)

34,507

Enterprise value waterfall (NAV analysis)

Capitalization Rate

3.8% to 8.1%

5.9%

Common Equity/Interests/Warrants

14,524

Enterprise value waterfall (Discounted cash flow)

Discount rate

7.7% to 30.0%

13.8%

58

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Unobservable Input

Asset Category

Fair Value

Primary Valuation Approach or Technique

Input

Range

Weighted Average

Common Equity/Interests/Warrants

11,717

Asset recovery analysis

Recoverable amount

n/a

n/a

Total Level 3 Investments

$

6,161,884

(1)Represents an investment in a Real Estate Investment Trust subsidiary. The Enterprise Value analysis includes the fair value of our investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique.

(2)Represents an investment in a Real Estate Investment Trust subsidiary. The Enterprise Value analysis includes the fair value of our investments in such indirect subsidiary’s rated secured structured notes, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above.

(3)Represents the implied discount rate based on our internally generated single-cash flow model that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

(4)Represents Residual Profit Interests in Real Estate Investments.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, management and the independent valuation firm look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. In determining the range of values for debt instruments where market quotations are not available, except CLOs and debt investments in controlling portfolio companies, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow technique was then applied using the appropriate yield to maturity as the discount rate, to determine a range of values. In determining the range of values for debt investments of controlled companies and equity investments, the enterprise value was determined by applying a market approach such as using earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. The enterprise value technique may also be used to value debt investments which are credit impaired. For stressed debt and equity investments, asset recovery analysis was used.

In determining the range of values for our investments in CLOs, the independent valuation firm uses a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.

Our portfolio consists of residual interests and debt investments in CLOs, which involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the residual interest tranches that we invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO residual interests indirectly bear risks of the underlying loan investments held by such CLOs. We generally have the right to receive payments only from the CLOs, and generally do not have direct rights against the underlying borrowers or the entity that sponsored the CLOs. While the CLOs we target generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the prices of indices and securities underlying our CLOs will rise or fall. These prices (and, therefore, the prices of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO investment in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO fails certain tests, holders of debt senior to us would be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.

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(in thousands, except share and per share data)

The interests we have acquired in CLOs are generally thinly traded or have only a limited trading market. CLOs are typically privately offered and sold, even in the secondary market. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLO residual interests carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO investment or unexpected investment results. Our net asset value may also decline over time if our principal recovery with respect to CLO residual interests is less than the cost of those investments. Our CLO investments and/or the CLOs’ underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value.

An increase in LIBOR would materially increase the CLO’s financing costs. Since most of the collateral positions within the CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the LIBOR floor rate of such investments) resulting in materially smaller distribution payments to the residual interest investors.

On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.

We hold more than a 10% interest in certain foreign corporations that are treated as controlled foreign corporations (“CFC”) for U.S. federal income tax purposes (including our residual interest tranche investments in CLOs). Therefore, we are treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporations in an amount equal to our pro rata share of the corporation’s income for that tax year (including both ordinary earnings and capital gains). We are required to include such deemed distributions from a CFC in our taxable income and we are required to distribute at least 90% of such income to maintain our RIC status, regardless of whether or not the CFC makes an actual distribution during such year.

If we acquire shares in “passive foreign investment companies” (“PFICs”) (including residual interest tranche investments in CLOs that are PFICs), we may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to our stockholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require us to recognize our share of the PFIC’s income for each year regardless of whether we receive any distributions from such PFICs. We must nonetheless distribute such income to maintain our status as a RIC.

Legislation known as FATCA and regulations thereunder impose a withholding tax of 30% on payments of U.S. source interest and dividends, to certain non-U.S. entities, including certain non-U.S. financial institutions and investment funds, unless such non-U.S. entity complies with certain reporting requirements regarding its United States account holders and its United States owners. Most CLOs in which we invest will be treated as non-U.S. financial entities for this purpose, and therefore will be required to comply with these reporting requirements to avoid the 30% withholding. If a CLO in which we invest fails to properly comply with these reporting requirements, it could reduce the amounts available to distribute to residual interest and junior debt holders in such CLO vehicle, which could materially and adversely affect our operating results and cash flows.

If we are required to include amounts in income prior to receiving distributions representing such income, we may have to sell some of our investments at times and/or at prices management would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose.

The significant unobservable input used to value our investments based on the yield technique and discounted cash flow technique is the market yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest/dividend payments. Increases or decreases in the market yield (or applicable discount rate) would result in a decrease or increase, respectively, in the fair value measurement. Management and the independent valuation firms consider the following factors when selecting market yields or discount rates: risk of default, rating of the investment and comparable company investments, and call provisions.

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(in thousands, except share and per share data)

The significant unobservable inputs used to value our investments based on the EV analysis may include market multiples of specified financial measures such as EBITDA, net income, or book value of identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or discount rates applied in a discounted cash flow technique. The independent valuation firm identifies a population of publicly traded companies with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline public companies and/or as implied by relevant precedent transactions, a range of multiples of the latest twelve months EBITDA, or other measure such as net income or book value, is typically calculated. The independent valuation firm utilizes the determined multiples to estimate the portfolio company’s EV generally based on the latest twelve months EBITDA of the portfolio company (or other meaningful measure). Increases or decreases in the multiple would result in an increase or decrease, respectively, in EV which would result in an increase or decrease in the fair value measurement of the debt of controlled companies and/or equity investment, as applicable. In certain instances, a discounted cash flow analysis may be considered in estimating EV, in which case, discount rates based on a weighted average cost of capital and application of the capital asset pricing model may be utilized.

The significant unobservable input used to value our private REIT investments based on the net asset value analysis is the capitalization rate applied to the earnings measure of the underlying property. Increases or decreases in the capitalization rate would result in a decrease or increase, respectively, in the fair value measurement.

Changes in market yields, discount rates, capitalization rates or EBITDA multiples, each in isolation, may change the fair value measurement of certain of our investments. Generally, an increase in market yields, discount rates or capitalization rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.

During the six months ended December 31, 2021, the valuation methodology for SEOTownCenter, Inc (“Boostability”) changed to incorporate the expected repayment of our investment, which occurred on January 31, 2022. As a result, the fair value of our investment in Boostability decreased to $42,894 as of December 31, 2021, which is equal to its amortized cost, compared to a fair value of $43,131 as of June 30, 2021, also equal to its amortized cost.

During the six months ended December 31, 2021, the valuation methodology for Sorenson Communications, LLC (“Sorenson”) changed to remove market quotes, which were less active in the current period. As a result of widening market spreads, the fair value of our investment in Sorenson decreased to $16,577 as of December 31, 2021, a premium of $153 from its amortized cost, compared to the $171 unrealized appreciation recorded at June 30, 2021.

During the six months ended December 31, 2021, the valuation methodology for Town & Country Holdings, Inc (“Town & Country”) changed to incorporate a combined yield method due to near term maturity. As a result of the economics from a recent amendment, the fair value of our investment in Town & Country increased to $160,345 as of December 31, 2021, which is equal to its amortized cost, compared to a fair value of $160,145 as of June 30, 2021, also equal to its amortized cost.

During the six months ended December 31, 2021, the valuation methodology for First Brands Group (“First Brands”) for the First Lien Term Loan changed to remove market quotes, which were less active in the current period. As a result of a reduction in call protection, the fair value of our investment in First Brands First Lien Term Loan decreased to $16,624 as of December 31, 2021, a premium of $124 from its amortized cost, compared to the $153 unrealized appreciation recorded at June 30, 2021.

During the six months ended December 31, 2021, we received partial repayments of $279,882 of our loans previously outstanding with NPRC and provided $112,156 of debt financing and $3,200 of equity financing to NPRC for the acqusition of real estate properties, to fund capital expenditures for existing real estate properties, to provide working capital, to fund purchases of rated secured structured notes, and to support the purchase of high yield corporate debt.

The online consumer loan investments held by certain of NPRC’s wholly owned subsidiaries are unsecured obligations of individual borrowers that are issued in amounts ranging from $1 to $50, with fixed terms ranging from 36 to 84 months. As of December 31, 2021, the outstanding investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 841 individual loans, residual interest in two securitizations, and one high yield corporate bond, and had an

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(in thousands, except share and per share data)

aggregate fair value of $13,272. The average outstanding individual loan balance is approximately $4 and the loans mature on dates ranging from January 1, 2022 to April 19, 2025 with a weighted-average outstanding term of 15 months as of December 31, 2021. Fixed interest rates range from 6.0% to 36.0% with a weighted-average current interest rate of 20.0%. As of December 31, 2021, our investment in NPRC and its wholly-owned subsidiaries relating to online consumer lending had a fair value of $6,600.

As of December 31, 2021, based on outstanding principal balance, 22.5% of the portfolio was invested in super prime loans (borrowers with a Fair Isaac Corporation (“FICO”) score, of 720 or greater), 40.1% of the portfolio in prime loans (borrowers with a FICO score of 660 to 719) and 37.4% of the portfolio in near prime loans (borrowers with a FICO score of 580 to 659, a portion of which are considered sub-prime).

Loan Type						Outstanding Principal Balance						Fair Value						Interest Rate Range						Weighted Average Interest Rate*
Super Prime						$	739					$	723					7.0% - 20.5%						12.3%
Prime						1,317						1,243						6.0% - 25.0%						18.0%
Near Prime						1,228						1,254						6.0% - 36.0%						26.7%

*Weighted by outstanding principal balance of the online consumer loans.

The rated secured structured note investments held by certain of NPRC’s wholly owned subsidiaries are subordinated debt interests in broadly syndicated loans managed by established collateral management teams with many years of experience in the industry. As of December 31, 2021, the outstanding investment in rated secured structured notes by certain of NPRC’s wholly owned subsidiaries was comprised of 43 investments with a fair value of $237,125 and face value of $246,307. The average outstanding note is approximately $5,728 with an expected maturity date ranging from April 2026 to January 2032 and weighted-average expected maturity of 6 years as of December 31, 2021. Coupons range from three-month LIBOR (“3ML”) plus 5.45% to 9.45% with a weighted-average coupon of 3ML + 7.2%. As of December 31, 2021, our investment in NPRC and its wholly-owned subsidiaries relating to rated secured structured notes had a fair value of $108,600.

As of December 31, 2021, based on outstanding notional balance, 19.6% of the portfolio was invested in Single - B rated tranches and 80.4% of the portfolio in BB rated tranches.

As of December 31, 2021, our investment in NPRC and its wholly owned subsidiaries had an amortized cost of $589,185 and a fair value of $1,223,798, including our investment in online consumer lending and rated secured structured notes as discussed above. The fair value of $1,108,598 related to NPRC’s real estate portfolio was comprised of forty-three multi-family properties, eight student housing properties and three commercial properties. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by NPRC as of December 31, 2021.

No.						Property Name						City						Acquisition Date						Purchase Price						Mortgage Outstanding
1						Filet of Chicken						Forest Park, GA						10/24/2012						$	7,400					$	—
2						Arlington Park Marietta, LLC						Marietta, GA						5/8/2013						14,850						13,495
3						Verandas at Rocky Ridge, LLC						Birmingham, AL						11/15/2013						15,600						18,410
4						Taco Bell, OK						Yukon, OK						6/4/2014						1,719						—
5						Taco Bell, MO						Marshall, MO						6/4/2014						1,405						—
6						Abbie Lakes OH Partners, LLC						Canal Winchester, OH						9/30/2014						12,600						15,212
7						Kengary Way OH Partners, LLC						Reynoldsburg, OH						9/30/2014						11,500						15,377
8						Lakeview Trail OH Partners, LLC						Canal Winchester, OH						9/30/2014						26,500						29,337
9						Lakepoint OH Partners, LLC						Pickerington, OH						9/30/2014						11,000						16,693
10						Sunbury OH Partners, LLC						Columbus, OH						9/30/2014						13,000						16,926
11						Heatherbridge OH Partners, LLC						Blacklick, OH						9/30/2014						18,416						24,203
12						Jefferson Chase OH Partners, LLC						Blacklick, OH						9/30/2014						13,551						18,831
13						Goldenstrand OH Partners, LLC						Hilliard, OH						10/29/2014						7,810						11,482
14						SSIL I, LLC						Aurora, IL						11/5/2015						34,500						25,603
15						Vesper Tuscaloosa, LLC						Tuscaloosa, AL						9/28/2016						54,500						42,929
16						Vesper Iowa City, LLC						Iowa City, IA						9/28/2016						32,750						24,759
17						Vesper Corpus Christi, LLC						Corpus Christi, TX						9/28/2016						14,250						10,771
18						Vesper Campus Quarters, LLC						Corpus Christi, TX						9/28/2016						18,350						14,137

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(in thousands, except share and per share data)

No.						Property Name						City						Acquisition Date						Purchase Price						Mortgage Outstanding
19						Vesper College Station, LLC						College Station, TX						9/28/2016						41,500						31,972
20						Vesper Kennesaw, LLC						Kennesaw, GA						9/28/2016						57,900						50,919
21						Vesper Statesboro, LLC						Statesboro, GA						9/28/2016						7,500						7,480
22						Vesper Manhattan KS, LLC						Manhattan, KS						9/28/2016						23,250						14,679
23						9220 Old Lantern Way, LLC						Laurel, MD						1/30/2017						187,250						153,580
24						7915 Baymeadows Circle Owner, LLC						Jacksonville, FL						10/31/2017						95,700						76,560
25						8025 Baymeadows Circle Owner, LLC						Jacksonville, FL						10/31/2017						15,300						12,240
26						23275 Riverside Drive Owner, LLC						Southfield, MI						11/8/2017						52,000						54,637
27						23741 Pond Road Owner, LLC						Southfield, MI						11/8/2017						16,500						18,954
28						150 Steeplechase Way Owner, LLC						Largo, MD						1/10/2018						44,500						36,668
29						Olentangy Commons Owner LLC						Columbus, OH						6/1/2018						113,000						92,876
30						Villages of Wildwood Holdings LLC						Fairfield, OH						7/20/2018						46,500						39,525
31						Falling Creek Holdings LLC						Richmond, VA						8/8/2018						25,000						25,374
32						Crown Pointe Passthrough LLC						Danbury, CT						8/30/2018						108,500						89,400
33						Lorring Owner LLC						Forestville, MD						10/30/2018						58,521						47,680
34						Hamptons Apartments Owner, LLC						Beachwood, OH						1/9/2019						96,500						79,520
35						5224 Long Road Holdings, LLC						Orlando, FL						6/28/2019						26,500						21,200
36						Druid Hills Holdings LLC						Atlanta, GA						7/30/2019						96,000						79,104
37						Bel Canto NPRC Parcstone LLC						Fayetteville, NC						10/15/2019						45,000						42,793
38						Bel Canto NPRC Stone Ridge LLC						Fayetteville, NC						10/15/2019						21,900						21,545
39						Sterling Place Holdings LLC						Columbus, OH						10/28/2019						41,500						34,196
40						SPCP Hampton LLC						Dallas, TX						11/2/2020						36,000						27,590
41						Palmetto Creek Holdings LLC						North Charleston, SC						11/10/2020						33,182						25,865
42						Valora at Homewood Holdings LLC						Homewood, AL						11/19/2020						81,250						63,844
43						NPRC Fairburn LLC						Fairburn, GA						12/14/2020						52,140						43,900
44						NPRC Grayson LLC						Grayson, GA						12/14/2020						47,860						40,500
45						NPRC Taylors LLC						Taylors, SC						1/27/2021						18,762						14,075
46						Parkside at Laurel West Owner LLC						Spartanburg, SC						2/26/2021						57,005						42,025
47						Willows at North End Owner LLC						Spartanburg, SC						2/26/2021						23,255						19,000
48						SPCP Edge CL Owner LLC						Webster, TX						3/12/2021						34,000						25,496
49						Jackson Pear Orchard LLC						Ridgeland, MS						6/28/2021						50,900						38,175
50						Jackson Lakeshore Landing LLC						Ridgeland, MS						6/28/2021						22,600						16,950
51						Jackson Reflection Pointe LLC						Flowood, MS						6/28/2021						45,100						31,050
52						Jackson Crosswinds LLC						Pearl, MS						6/28/2021						41,400						33,825
53						Elliot Apartments Norcross, LLC						Norcross, GA						11/30/2021						128,000						98,800
54						Orlando 442 Owner, LLC (West Vue Apartments)						Orlando, FL						12/30/2021						97,500						73,000
																								2,298,976						1,923,162

On September 28, 2020, Spartan Energy Services, LLC fully repaid the $26,193 Senior Secured Term Loan B receivable to us at par. We recorded a realized gain of $2,832 as a result of this transaction.

On December 11, 2020, we sold our 11.51% Class A voting interest in Edmentum Holdings. We recorded a realized gain of $3,724 as a result of this transaction.

On December 15, 2021, we received $176 of escrow proceeds related to Edmentum Holdings, realizing a gain of the same amount.

On October 18, 2021, we received proceeds for our investment in Sudbury Mill CLO Ltd. of $3,772. We recorded a realized loss of $9,406 as a result of this transaction as we do not expect any further proceeds.

As of December 31, 2021, $3,945,438 of our loans to portfolio companies, at fair value, bear interest at floating rates and have LIBOR or SOFR floors ranging from 0.0% - 3.0%. As of December 31, 2021, $695,240 of our loans to portfolio companies, at fair value, bear interest at fixed rates ranging from 1.0% - 22.0%. As of June 30, 2021, $3,462,243 of our loans to portfolio

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(in thousands, except share and per share data)

companies, at fair value, bore interest at floating rates and have LIBOR floors ranging from 0.0% to 3.0%. As of June 30, 2021, $679,245 of our loans to portfolio companies, at fair value, bore interest at fixed rates ranging from 8.25% to 22.0%.

As of December 31, 2021 and June 30, 2021, the cost basis of our loans on non-accrual status amounted to $169,949 and $169,949, respectively, with fair value of $29,991 and $38,751, respectively. The fair values of these investments represent approximately 0.4% and 0.6% of our total assets at fair value as of December 31, 2021 and June 30, 2021, respectively.

Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 7.25%. As of December 31, 2021 and June 30, 2021, we had $48,672 and $67,385, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. The fair value of our undrawn committed revolvers and delayed draw term loans was zero as of December 31, 2021 and June 30, 2021.

We have guaranteed $2,737 in standby letters of credit issued through a financial intermediary and $2,152 of equipment lease obligations on behalf of InterDent, Inc. (“InterDent”) as of December 31, 2021. Under these arrangements, we would be required to make payments to the financial intermediary or equipment lease provider, respectively, if InterDent was to default on their related payment obligations. As of December 31, 2021, we have not recorded a liability on the statement of assets and liabilities for these guarantees as the likelihood of default on the standby letters of credit or equipment lease is deemed to be remote.

Unconsolidated Significant Subsidiaries

Our investments are generally in small and mid-sized companies in a variety of industries. In accordance with Regulation S-X 3-09 and Regulation S-X 4-08(g), we must determine which of our unconsolidated controlled portfolio companies are considered “significant subsidiaries,” if any, as defined in Rule 1-02(w)(2) for BDC’s and closed end investment companies. Regulation S-X 3-09 requires separate audited financial statements of an unconsolidated subsidiary in an annual report. Regulation S-X 4-08(g) requires summarized financial information in an annual report.

Pursuant to Regulation S-X 10-01(b), Interim Financial Statements, summarized interim income statement information is required for an unconsolidated subsidiary within a quarterly report if the unconsolidated subsidiary would otherwise require separate audited financial statements within an annual report pursuant to Regulation S-X 3-09.

During the three months ended December 31, 2021, NPRC was deemed to be a significant subsidiary. The following table shows summarized income statement information for NPRC for the periods included in this quarterly report:

			Three Months Ended December 31,												Six Months Ended December 31,
Summary Statement of Operations			2021						2020						2021						2020
Total income			$	432,368					$	76,550					$	526,738					$	147,024
Operating expenses			45,548						36,389						91,701						70,943
Operating income			386,820						40,161						435,037						76,081
Interest expense			(63,699)						(43,313)						(115,431)						(84,901)
Depreciation and amortization			(25,882)						(26,961)						(55,047)						(43,317)
Fair value adjustment			1,102						4,702						3,234						5,208
Net income (loss)			$	298,341					$	(25,411)					$	267,793					$	(46,929)

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(in thousands, except share and per share data)

Note 4. Revolving Credit Facility

On August 29, 2014, we renegotiated our previous credit facility and closed an expanded five and a half year revolving credit facility (the “2014 Facility”). The lenders had extended commitments of $885,000 under the 2014 Facility as of June 30, 2018. The 2014 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate. Interest on borrowings under the 2014 Facility was one-month LIBOR plus 225 basis points. Additionally, the lenders charged a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility was drawn or 100 basis points otherwise.

On August 1, 2018, we renegotiated the 2014 Facility and closed an expanded five and a half year revolving credit facility (the “2018 Facility”). The lenders have extended commitments of $1,132,500 as of June 30, 2019. The 2018 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate.

On September 9, 2019, we amended the 2018 Facility and closed an expanded revolving credit facility (the “2019 Facility”). The lenders had extended commitments of $1,077,500 as of March 31, 2021. The 2019 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate.

On April 28, 2021, we amended the 2019 Facility and closed an expanded five year revolving credit facility (the “2021 Facility” and collectively with the 2014 Facility, the 2018 Facility, and the 2019 Facility, the “Revolving Credit Facility”). The lenders had extended commitments of $1,297,500 as of December 31, 2021. The 2021 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The Revolving Credit Facility matures on April 27, 2026. It includes a revolving period that extends through April 27, 2025, followed by an additional one-year amortization period, with distributions allowed to Prospect after the completion of the revolving period. During such one-year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the one-year amortization period, the remaining balance will become due, if required by the lenders.

The Revolving Credit Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The Revolving Credit Facility also contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, violation of which could result in the early termination of the Revolving Credit Facility. The Revolving Credit Facility also requires the maintenance of a minimum liquidity requirement. As of December 31, 2021, we were in compliance with the applicable covenants.

Interest on borrowings under the 2021 Facility is one-month LIBOR plus 205 basis points. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 40 basis points if more than 60% of the credit facility is drawn, or 70 basis points if more than 35% and an amount less than or equal to 60% of the credit facility is drawn, or 150 basis points if an amount less than or equal to 35% of the credit facility is drawn. The 2021 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.

For the six months ended December 31, 2021 and December 31, 2020, the average stated interest rate (i.e., rate in effect plus the spread) and average outstanding borrowings for the Revolving Credit Facility were as follows:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Average stated interest rate			2.14%						2.35%						2.13%						2.36%
Average outstanding balance			$468,063						$379,027						$452,422						$378,070

As of December 31, 2021 and June 30, 2021, we had $726,309 and $640,853, respectively, available to us for borrowing under the Revolving Credit Facility, net of $472,608 and $356,937 outstanding borrowings as of the respective balance sheet dates. As of December 31, 2021, the investments, including cash and cash equivalents, used as collateral for the Revolving Credit Facility had an aggregate fair value of $2,068,703, which represents 29.4% of our total investments, including cash and cash equivalents. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and, as such, these investments are not available to our general creditors. As additional eligible investments are transferred to PCF and pledged under the Revolving Credit Facility, PCF will generate additional availability up to the current commitment amount of $1,297,500. The release of any assets from PCF requires the approval of the facility agent.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

In connection with the origination and amendments of the Revolving Credit Facility, we incurred $16,019 of new fees and $7,509 were carried over from the previous facilities, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of December 31, 2021, $9,869 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $5,133 and $4,630, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $9,702 and $9,263, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.

Note 5. Convertible Notes

2022 Notes

On April 11, 2017, we issued $225,000 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Original 2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Original 2022 Notes bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2017. Total proceeds from the issuance of the Original 2022 Notes, net of underwriting discounts and offering costs, were $218,010. On May 18, 2018, we issued an additional $103,500 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Additional 2022 Notes,” and together with the Original 2022 Notes, the “2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Additional 2022 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2022 Notes and bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2018. Total proceeds from the issuance of the Additional 2022 Notes, net of underwriting discounts and offering costs, were $100,749.

On October 18, 2019, we repurchased $22,941 aggregate principal amount of the 2022 Notes at a price of $102.8 including commissions. As a result of this transaction, we recorded a loss of $1,072 in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs. On November 7, 2019, we commenced a tender offer to purchase for cash up to $50,000 aggregate principal amount of the 2022 Notes (“2022 Notes November Tender Offer”). On December 7, 2019, $13,432 aggregate principal amount of the 2022 Notes, representing 4.4% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes November Tender Offer resulted in our recognizing a loss of $599, in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs.

On December 23, 2019, we commenced a tender offer to purchase for cash up to $25,000 aggregate principal amount of the 2022 Notes (“2022 Notes December Tender Offer”). On January 22, 2020, $1,302 aggregate principal amount of the 2022 Notes, representing 0.5% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes December Tender Offer resulted in our recognizing a loss of $51 during the three months ended March 31, 2020. During the three months ended March 31, 2020, we repurchased an additional $32,585 aggregate principal amount of the 2022 Notes at a weighted average price of $89.1 including commissions. As a result of this transaction, we recorded a gain of $3,045, in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs.

On July 23, 2020, we commenced a tender offer to purchase for cash up to $100,000 aggregate principal amount of the 2022 Notes (“2022 Notes July Tender Offer”). On August 19, 2020, $29,420 aggregate principal amount of the 2022 Notes, representing 11.4% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes July Tender Offer resulted in our recognizing a loss of $396 during the three months ended September 30, 2020.

On September 3, 2020, we commenced a tender offer to purchase for cash up to $228,820 aggregate principal amount of the 2022 Notes at the purchase price of $101.00, plus accrued and unpaid interest (“2022 Notes September Tender Offer”). On October 1, 2020, $6,035 aggregate principal amount of the 2022 Notes, representing 2.64% of the previously outstanding 2022 Notes, were validly tendered and accepted. On October 19, 2020, we commenced a tender offer to purchase for cash any and all of the $222,785 aggregate principal amount outstanding of the 2022 Notes at the purchase price of $102.625, plus accrued and unpaid interest (“2022 Notes October Tender Offer”). On November 16, 2020, $59,863 aggregate principal amount of the 2022 Notes, representing 26.87% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes September Tender Offer and the 2022 Notes October Tender Offer resulted in our recognizing a loss of $2,433 during the three months ended December 31, 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

On December 16, 2020, we commenced a tender offer to purchase for cash any and all of the $162,922 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $103.50, plus accrued and unpaid interest (“2022 Notes December 2020 Tender Offer”). On January 15, 2021, $26,694 aggregate principal amount of the 2022 Notes, representing 16.38% of the previously outstanding 2022 Notes, were validly tendered and accepted. On February 1, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $103.00, plus accrued and unpaid interest (“2022 Notes February 2021 Tender Offer”). On March 2, 2021, $25,123 aggregate principal amount of the 2022 Notes, representing 18.44% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes December 2020 Tender Offer and the 2022 Notes February 2021 Tender Offer resulted in our recognizing a loss of $2,225 during the three months ended March 31, 2021.

On March 16, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $102.00, plus accrued and unpaid interest (“2022 Notes March 2021 Tender Offer”). On April 13, 2021, $50 aggregate principal amount of the 2022 Notes, representing 0.05% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes March 2021 Tender Offer resulted in our recognizing a loss of $1.

On August 26, 2021, we commenced a tender offer to purchase for cash up to $60,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $102.50, plus accrued and unpaid interest (“2022 Notes August 2021 Tender Offer”). On September 24, 2021, $50,554 aggregate principal amount of the 2022 Notes, representing 45.52% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes August 2021 Tender Offer resulted in our recognizing a loss of $1,584. As of December 31, 2021, the outstanding aggregate principal amount of the 2022 Notes is $60,501.

2025 Notes

On March 1, 2019, we issued $175,000 aggregate principal amount of senior convertible notes that mature on March 1, 2025 (the “2025 Notes”), unless previously converted or repurchased in accordance with their terms. We granted the underwriters a 13-day over-allotment option to purchase up to an additional $26,250 aggregate principal amount of the 2025 Notes. The underwriters fully exercised the over-allotment option on March 11, 2019 and we issued $26,250 aggregate principal amount of 2025 Notes at settlement on March 13, 2019. The 2025 Notes bear interest at a rate of 6.375% per year, payable semi-annually on March 1 and September 1 each year, beginning September 1, 2019. Total proceeds from the issuance of the 2025 Notes, net of underwriting discounts and offering costs, were $198,674.

On December 28, 2020, we commenced a tender offer to purchase for cash up to $20,000 aggregate principal amount of the 2025 Notes at the purchase price of $111.00, plus accrued and unpaid interest (“2025 Notes December 2020 Tender Offer”). On January 27, 2021, $20,000 aggregate principal amount of the 2025 Notes, representing 9.94% of the previously outstanding 2025 Notes, were validly tendered and accepted. The 2025 Notes December 2020 Tender Offer resulted in our recognizing a loss of $2,676 during the three months ended March 31, 2021. On February 16, 2021, we repurchased an additional $25,082 aggregate principal amount of the 2025 Notes, representing 13.84% of the previously outstanding 2025 Notes, at a price of $107.50, including commissions. As a result of this transaction, we recorded a loss of $2,466, in the amount of the difference between the reacquisition price and the net carrying amount of the 2025 Notes, net of the proportionate amount of unamortized debt issuance costs. As of December 31, 2021, the outstanding aggregate principal amount of the 2025 Notes is $156,168.

Certain key terms related to the convertible features for the 2022 Notes, and the 2025 Notes (collectively, the “Convertible Notes”) are listed below.

												2022 Notes						2025 Notes
Initial conversion rate(1)												100.2305						110.7420
Initial conversion price												$	9.98					$	9.03
Conversion rate at December 31, 2021(1)(2)												100.2305						110.7420
Conversion price at December 31, 2021(2)(3)												$	9.98					$	9.03
Last conversion price calculation date												4/11/2021						3/1/2021
Dividend threshold amount (per share)(4)												$	0.083330					$	0.060000

(1)Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted. 

(2)Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

(3)The conversion price will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).

(4)The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.

Interest accrues from the date of the original issuance of the Convertible Notes or from the most recent date to which interest has been paid or duly provided. Upon conversion, the holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Notes. If a holder converts the Convertible Notes after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive shares of our common stock based on the conversion formula described above, a cash payment representing accrued and unpaid interest through the record date in the normal course and a separate cash payment representing accrued and unpaid interest from the record date to the conversion date.

No holder of Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. We will not issue any shares in connection with the conversion or redemption of the Convertible Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.

Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the foregoing amounts) on such Convertible Notes through and including the maturity date.

In connection with the issuance of the Convertible Notes, we recorded a discount of $3,369 and debt issuance costs of $9,035 which are being amortized over the terms of the Convertible Notes. As of December 31, 2021, $1,775 of the original issue discount and $1,331 of the debt issuance costs remain to be amortized and is included as a reduction within Convertible Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $3,547 and $6,170, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $7,782 and $13,035, respectively, of interest costs and amortization of financing costs on the Covertible Notes as interest expense.

Note 6. Public Notes

2023 Notes

On March 15, 2013, we issued $250,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “Original 2023 Notes”). The Original 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2013. Total proceeds from the issuance of the Original 2023 Notes, net of underwriting discounts and offering costs, were $243,641. On June 20, 2018, we issued an additional $70,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “Additional 2023 Notes”, and together with the Original 2023 Notes, the “2023 Notes”). The Additional 2023 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2023 Notes and bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2018. Total proceeds from the issuance of the Additional 2023 Notes, net of underwriting discounts, were $69,403.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

On November 17, 2020, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 2023 Notes at the purchase price of $105.00, plus accrued and unpaid interest (“2023 Notes November Tender Offer”). On December 15, 2020, $36,644 aggregate principal amount of the 2023 Notes were tendered, of which, $30,000 aggregate principal amount, representing 9.38% of the previously outstanding 2023 Notes, were validly accepted pursuant to the applicable 2023 Notes November Tender Offer (applying a proration factor of approximately 82.27%). The 2023 Notes November Tender Offer resulted in our recognizing a loss of $1,694 during the three months ended December 31, 2020.

On March 9, 2021, we commenced a tender offer to purchase for cash any and all of the $290,000 aggregate principal amount of the 2023 Notes at the purchase price of $104.25, plus accrued and unpaid interest (“2023 Notes March 9, 2021 Tender Offer”). On March 15, 2021, $4,219 aggregate principal amount of the 2023 Notes were tendered, representing 1.45% of the previously outstanding 2023 Notes. On March 23, 2021, we commenced a tender offer to purchase for cash any and all of the $285,781 aggregate principal amount of the 2023 Notes at the purchase price of $104.20, plus accrued and unpaid interest (“2023 Notes March 23, 2021 Tender Offer”). On March 29, 2021, $726 aggregate principal amount of the 2023 Notes were tendered, representing 0.25% of the previously outstanding 2023 Notes. The 2023 Notes March 9, 2021 Tender Offer and the 2023 Notes March 23, 2021 Tender Offer resulted in our recognizing a loss of $234 during the three months ended March 31, 2021.

On April 7, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 2023 Notes at the purchase price of $104.15, plus accrued and unpaid interest (“2023 Notes April 2021 Tender Offer”). On May 4, 2021, $836 aggregate principal amount of the 2023 Notes were tendered, representing 0.29% of the previously outstanding 2023 Notes. The 2023 Notes April 2021 Tender Offer resulted in our recognizing a loss of $43 during the three months ended June 30, 2021. As of December 31, 2021, the outstanding aggregate principal amount of the 2023 Notes is $284,219.

2024 Notes

On December 10, 2015, we issued $160,000 aggregate principal amount of unsecured notes that mature on June 15, 2024 (the “2024 Notes”). The 2024 Notes bore interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2016. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts and offering costs, were $155,043. On June 16, 2016, we entered into an at-the-market (“ATM”) program with FBR Capital Markets & Co., through which we could sell, by means of ATM offerings, from time to time, up to $100,000 in aggregate principal amount of our existing 2024 Notes (“Initial 2024 Notes ATM”). Following the Initial 2024 Notes ATM, the aggregate principal amount of the 2024 Notes issued was $199,281 for net proceeds of $193,253, after commissions and offering costs. On July 2, 2018, we entered into a second ATM program with B. Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of the 2024 Notes (“Second 2024 Notes ATM”). Prior to the February 2021 full redemption discussed below, the 2024 Notes were listed on the New York Stock Exchange (“NYSE”) and traded thereon under the ticker “PBB”.

During the year ended June 30, 2019, we issued an additional $35,162 aggregate principal amount under the Second 2024 Notes ATM, for net proceeds of $34,855, after commissions and offering costs. On March 20, 2020, we commenced a tender offer to purchase for cash any and all of the $234,443 aggregate principal amount of the 2024 Notes (“2024 Notes March Tender Offer”). On March 31, 2020, $655 aggregate principal amount of the 2024 Notes, representing 0.3% of the previously outstanding 2024 Notes, were validly tendered and accepted. The 2024 Notes March Tender Offer resulted in our recognizing a gain of $203 during the three months ended March 31, 2020.

On February 16, 2021, we redeemed $233,788 of the aggregate principal amount of the 2024 Notes. The transaction resulted in our recognizing a loss of $3,391 during the three months ended March 31, 2021. Following the redemption, none of the 2024 Notes remained outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

2028 Notes

On June 7, 2018, we issued $55,000 aggregate principal amount of unsecured notes that mature on June 15, 2028 (the “2028 Notes”). The 2028 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning September 15, 2018. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts and offering costs were $53,119. On July 2, 2018, we entered into an ATM program with B. Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2028 Notes (“2028 Notes ATM” or “2028 Notes Follow-on Program”). The 2028 Notes are listed on the NYSE and trade thereon under the ticker “PBY.” During the year ended June 30, 2019, we issued an additional $15,761 aggregate principal amount under the 2028 Notes ATM, for net proceeds of $15,530, after commissions and offering costs.

On June 15, 2021, we redeemed $70,761 of the aggregate principal amount of the 2028 Notes. The transaction resulted in our recognizing a loss of $1,934 during the three months ended June 30, 2021. Following the redemption, none of the 2028 Notes remained outstanding.

6.375% 2024 Notes

On October 1, 2018, we issued $100,000 aggregate principal amount of unsecured notes that mature on January 15, 2024 (the “6.375% 2024 Notes”). The 6.375% 2024 Notes bear interest at a rate of 6.375% per year, payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2019. Total proceeds from the issuance of the 6.375% 2024 Notes, net of underwriting discounts and offering costs, were $98,985.

On November 17, 2020, we commenced a tender offer to purchase for cash up to $10,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $108.00, plus accrued and unpaid interest (“6.375% 2024 Notes November Tender Offer”). On December 15, 2020, $11,848 aggregate principal amount of the 6.375% 2024 Notes were tendered, of which, $10,000 aggregate principal amount, representing 10% of the previously outstanding 6.375% 2024 Notes, were validly accepted pursuant to the applicable 6.375% 2024 Notes Tender Offer (applying a proration factor of approximately 84.56%). The 6.375% 2024 Notes November Tender Offer resulted in our recognizing a loss of $866 during the three months ended December 31, 2020.

On March 2, 2021, we commenced a tender offer to purchase for cash any and all of the $90,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $109.00, plus accrued and unpaid interest (“6.375% 2024 Notes March 2, 2021 Tender Offer”). On March 8, 2021, $7,738 aggregate principal amount of the 6.375% 2024 Notes, representing 8.60% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. On March 16, 2021, we commenced a tender offer to purchase for cash any and all of the $82,262 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $108.75, plus accrued and unpaid interest (“6.375% 2024 Notes March 16, 2021 Tender Offer”). On March 22, 2021, $647 aggregate principal amount of the 6.375% 2024 Notes, representing 0.79% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes March 2, 2021 Tender Offer and the 6.375% 2024 Notes March 16, 2021 Tender Offer resulted in our recognizing a loss of $806 during the three months ended March 31, 2021.

On April 7, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $107.50, plus accrued and unpaid interest (“6.375% 2024 Notes April 2021 Tender Offer”). On May 4, 2021, $226 aggregate principal amount of the 6.375% 2024 notes, representing 0.28% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes April 2021 Tender Offer resulted in our recognizing a loss of $18 during the three months ended June 30, 2021.

On October 8, 2021, we commenced a tender offer to purchase for cash any and all of the $81,389 aggregate principal amount of the 6.375% 2024 Notes at a purchase price of $107.75, plus accrued and unpaid interest (“6.375% 2024 Notes October 2021 Tender Offer”). On October 15, 2021, $149 aggregate principal amount of the 6.375% 2024 Notes, representing 0.18% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes October 2021 Tender Offer resulted in our recognizing a loss of $12. As of December 31, 2021, the outstanding aggregate principal amount of the 6.375% 2024 Notes is $81,240.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

2029 Notes

On December 5, 2018, we issued $50,000 aggregate principal amount of unsecured notes that mature on June 15, 2029 (the “2029 Notes”). The 2029 Notes bear interest at a rate of 6.875% per year, payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2019. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts and offering costs, were $48,057. On February 9, 2019, we entered into an ATM program with B. Riley FBR, Inc., BB&T Capital Markets, and Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2029 Notes (“2029 Notes ATM” or “2029 Notes Follow-on Program”). The 2029 Notes are listed on the NYSE and trade thereon under the ticker “PBC.” During the year ended June 30, 2019, we issued an additional $19,170 aggregate principal amount under the 2029 Notes ATM, for net proceeds of $18,523, after commissions and offering costs. On December 30, 2021, we redeemed $69,170 of the aggregate principal amount of the 2029 Notes. The transaction resulted in our recognizing a loss of $2,044 during the three months ended December 31, 2021. Following the redemption, none of the 2029 Notes remained outstanding.

2026 Notes

On January 22, 2021, we issued $325,000 aggregate principal amount of unsecured notes that mature on January 22, 2026 (the “Original 2026 Notes”). The Original 2026 Notes bear interest at a rate of 3.706% per year, payable semi-annually on July 22, and January 22 of each year, beginning on July 22, 2021. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts and offering costs, were $317,720. On February 19, 2021, we issued an additional $75,000 aggregate principal amount of unsecured notes that mature on January 22, 2026 (the “Additional 2026 Notes”, and together with the Original 2026 Notes, the “2026 Notes”). The Additional 2026 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2026 Notes and bear interest at a rate of 3.706% per year, payable semi-annually on July 22 and January 22 of each year, beginning July 22, 2021. Total proceeds from the issuance of the Additional 2026 Notes, net of underwriting discounts and offering costs, were $74,061. As of December 31, 2021, the outstanding aggregate principal amount of the 2026 Notes is $400,000.

3.364% 2026 Notes

On May 27, 2021, we issued $300,000 aggregate principal amount of unsecured notes that mature on November 15, 2026 (the “3.364% 2026 Notes”). The 3.364% 2026 Notes bear interest at a rate of 3.364% per year, payable semi-annually on November 15, and May 15 of each year, beginning on November 15, 2021. Total proceeds from the issuance of the 3.364% 2026 Notes, net of underwriting discounts and offering costs, were $293,283. As of December 31, 2021, the outstanding aggregate principal amount of the 3.364% 2026 Notes is $300,000.

3.437% 2028 Notes

On September 30, 2021, we issued $300,000 aggregate principal amount of unsecured notes that mature on October 15, 2028 (the “3.437% 2028 Notes”). The 3.437% 2028 Notes bear interest at a rate of 3.437% per year, payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2022. Total proceeds from the issuance of the 3.437% 2028 Notes, net of underwriting discounts and offering costs, were $291,798. As of December 31, 2021, the outstanding aggregate principal amount of the 3.437% 2028 Notes is $300,000.

The 2023 Notes, the 6.375% 2024 Notes, the 2026 Notes, the 3.364% 2026 Notes, and the 3.437% 2028 Notes (collectively, the “Public Notes”) are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding.

In connection with the issuance of the Public Notes we recorded a discount of $15,802 and debt issuance costs of $17,770, which are being amortized over the term of the notes. As of December 31, 2021, $12,467 of the original issue discount and $12,375 of the debt issuance costs remain to be amortized and are included as a reduction within Public Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $16,822 and $12,719, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $30,754 and $25,562, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Note 7. Prospect Capital InterNotes® 

On February 16, 2012, we entered into a selling agent agreement (the “Original Selling Agent Agreement”) with InspereX LLC (formerly known as “Incapital LLC”), as purchasing agent for our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes®, which was increased to $1,500,000 in May 2014. On May 10, 2019, the Original Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “May 2019 Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $1,000,000 of Prospect Capital InterNotes®.

On September 16, 2019, the May 2019 Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “September 2019 Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes®. We sold approximately $1,700,000 in aggregate principal amount of Prospect Capital InterNotes® under the Original Selling Agent Agreement, May 2019 Selling Agent Agreement, and September 2019 Selling Agent Agreement (collectively the “Previous Selling Agent Agreements”).

On February 13, 2020, the September 2019 Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $1,000,000 of Prospect Capital InterNotes® (collectively with the previously authorized selling agent agreements, the “InterNotes® Offerings”). Additional agents may be appointed by us from time to time in connection with the InterNotes® Offering and become parties to the Selling Agent Agreement. We have, from time to time, repurchased certain notes issued through the InterNotes® Offerings and, therefore, as of December 31, 2021, $340,537 aggregate principal amount of Prospect Capital InterNotes® were outstanding.

These notes are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding. Each series of notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve months from the original date of issuance.

During the six months ended December 31, 2021, we issued $120,322 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $117,442. These notes were issued with stated interest rates ranging from 2.25% to 4.25% with a weighted average interest rate of 3.32%. These notes will mature between July 15, 2026 and December 15, 2051. The following table summarizes the Prospect Capital InterNotes® issued during the six months ended December 31, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
5						$	32,244					2.25% – 3.25%						2.63%						July 15, 2026 – December 15, 2026
7						20,018						2.75% – 3.50%						2.99%						July 15, 2028 – December 15, 2028
10						20,045						3.15% – 3.75%						3.30%						July 15, 2031 – December 15, 2031
12						2,422						3.70%						3.70%						July 15, 2033
15						14,098						3.50% – 4.00%						3.80%						July 15, 2036 – December 15, 2036
30						31,495						4.00% – 4.25%						4.01%						July 15, 2051 – December 15, 2051
						$	120,322

During the six months ended December 31, 2020, we issued $81,467 aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of $80,203. These notes were issued with stated interest rates ranging from 4.25% to 6.00% with a weighted average interest rate of 5.12%. These notes mature between July 15, 2025 and December 15, 2030 . The following table summarizes the Prospect Capital InterNotes® issued during the six months ended December 31, 2020:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
5						$	49,426					4.25% – 5.50%						4.99%						July 15, 2025 – December 15, 2025
7						13,064						4.50% – 5.75%						5.18%						July 15, 2027 – December 15, 2027
10						18,977						4.75% – 6.00%						5.40%						July 15, 2030 – December 15, 2030
						$	81,467

During the six months ended December 31, 2021, we repaid $957 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. In order to replace short

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

maturity debt with longer-term debt, we redeemed $287,539 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 5.34%. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the six months ended December 31, 2021 was $5,462.

The following table summarizes the Prospect Capital InterNotes® outstanding as of December 31, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
3						$	662					1.50%						1.50%						January 15, 2024
5						62,537						2.25% – 3.25%						2.81%						January 15, 2026 – December 15, 2026
6						15,107						3.00%						3.00%						June 15, 2027 – July 15, 2027
7						28,341						2.75% – 4.00%						3.15%						January 15, 2028 – December 15, 2028
8						3,511						3.40% – 3.50%						3.45%						June 15, 2029 – July 15, 2029
10						74,926						3.15% – 4.50%						3.84%						August 15, 2029 – December 15, 2031
12						15,066						3.70% – 4.00%						3.95%						June 15, 2033 – July 15, 2033
15						14,978						3.50% – 6.00%						3.93%						August 15, 2028 – December 15, 2036
18						6,509						4.50% – 6.25%						5.50%						January 15, 2031 – August 15, 2031
20						2,482						5.75% – 6.00%						5.84%						November 15, 2032 – September 15, 2033
25						21,611						6.25% – 6.50%						6.41%						August 15, 2038 – May 15, 2039
30						94,807						4.00% – 6.75%						5.52%						November 15, 2042 – December 15, 2051
						$	340,537

During the six months ended December 31, 2020, we repaid $2,689 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the six months ended December 31, 2020 was $69.

The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
3						$	662					1.50%						1.50%						January 15, 2024
5						46,968						3.00% – 4.25%						3.28%						August 15, 2024 – May 15, 2026
6						15,107						3.00%						3.00%						June 15, 2027 – July 15, 2027
7						59,729						3.25% – 5.75%						4.31%						July 15, 2024 – May 15, 2028
8						3,511						3.40% – 3.50%						3.45%						June 15, 2029 – July 15, 2029
10						201,285						3.50% – 6.25%						5.09%						January 15, 2024 – July 15, 2031
12						14,432						4.00% – 6.00%						4.25%						November 15, 2025 – July 15, 2033
15						16,801						5.75% – 6.00%						5.79%						May 15, 2028 – November 15, 2028
18						18,487						4.50% – 6.25%						5.59%						December 15, 2030 – August 15, 2031
20						3,777						5.75% – 6.00%						5.89%						November 15, 2032 – October 15, 2033
25						30,344						6.25% – 6.50%						6.39%						August 15, 2038 – May 15, 2039
30						97,608						5.50% – 6.75%						6.25%						November 15, 2042 – October 15, 2043
						$	508,711

In connection with the issuance of Prospect Capital InterNotes®, we incurred $25,785 of fees which are being amortized over the term of the notes, of which $7,667 remains to be amortized and is included as a reduction within Prospect Capital InterNotes® on the Consolidated Statement of Assets and Liabilities as of December 31, 2021.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $4,177 and $10,208, respectively, of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $9,479 and $19,916, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.

Note 8. Fair Value and Maturity of Debt Outstanding 

As of December 31, 2021, our asset coverage ratio stood at 290.6% based on our outstanding senior securities representing indebtedness of $2,395,273 and our asset coverage ratio on our senior securities that are stock was 243.7%. As of June 30, 2021, our asset coverage ratio stood at 274.0% based on our outstanding senior securities representing indebtedness of $2,267,649 and our asset coverage ratio on our senior securities that are stock was 258.4%. Refer to Note 9, Equity Offerings, Offering Expenses and Distributions for additional discussion on our senior securities that are stock.

Information about our senior securities is shown in the following table as of the end of each of the last ten fiscal years and as of December 31, 2021. (All figures in this item are in thousands except per unit data)

						Total Amount Outstanding(1)						Asset Coverage per Unit(2)						Involuntary Liquidating Preference per Unit(3)						Average Market Value per Unit(4)
Credit Facility
Fiscal 2022 (as of December 31, 2021)						$	472,608					$	14,731					—						—
Fiscal 2021 (as of June 30, 2021)						356,937						17,408						—						—
Fiscal 2020 (as of June 30, 2020)						237,536						22,000						—						—
Fiscal 2019 (as of June 30, 2019)						167,000						34,298						—						—
Fiscal 2018 (as of June 30, 2018)						37,000						155,503						—						—
Fiscal 2017 (as of June 30, 2017)						—						—						—						—
Fiscal 2016 (as of June 30, 2016)						—						—						—						—
Fiscal 2015 (as of June 30, 2015)						368,700						18,136						—						—
Fiscal 2014 (as of June 30, 2014)						92,000						69,470						—						—
Fiscal 2013 (as of June 30, 2013)						124,000						34,996						—						—
Fiscal 2012 (as of June 30, 2012)						96,000						22,668						—						—
2015 Notes(5)
Fiscal 2015 (as of June 30, 2015)						$	150,000					$	2,241					—						—
Fiscal 2014 (as of June 30, 2014)						150,000						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						150,000						2,578						—						—
Fiscal 2012 (as of June 30, 2012)						150,000						3,277						—						—
2016 Notes(6)
Fiscal 2016 (as of June 30, 2016)						$	167,500					$	2,269					—						—
Fiscal 2015 (as of June 30, 2015)						167,500						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						167,500						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						167,500						2,578						—						—
Fiscal 2012 (as of June 30, 2012)						167,500						3,277						—						—
2017 Notes(7)
Fiscal 2017 (as of June 30, 2017)						$	50,734					$	2,251					—						—
Fiscal 2016 (as of June 30, 2016)						129,500						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						130,000						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						130,000						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						130,000						2,578						—						—
Fiscal 2012 (as of June 30, 2012)						130,000						3,277						—						—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

2018 Notes(8)
Fiscal 2017 (as of June 30, 2017)						$	85,419					$	2,251					—						—
Fiscal 2016 (as of June 30, 2016)						200,000						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						200,000						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						200,000						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						200,000						2,578						—						—
2019 Notes(10)
Fiscal 2018 (as of June 30, 2018)						$	101,647					$	2,452					—						—
Fiscal 2017 (as of June 30, 2017)						200,000						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						200,000						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						200,000						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						200,000						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						200,000						2,578						—						—
5.00% 2019 Notes(11)
Fiscal 2018 (as of June 30, 2018)						$	153,536					$	2,452					—						—
Fiscal 2017 (as of June 30, 2017)						300,000						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						300,000						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						300,000						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						300,000						2,305						—						—
2020 Notes (14)
Fiscal 2019 (as of June 30, 2019)						$	224,114					$	2,365					—						—
Fiscal 2018 (as of June 30, 2018)						392,000						2,452						—						—
Fiscal 2017 (as of June 30, 2017)						392,000						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						392,000						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						392,000						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						400,000						2,305						—						—
6.95% 2022 Notes(9)
Fiscal 2014 (as of June 30, 2014)						$	100,000					$	2,305					—						$	1,038
Fiscal 2013 (as of June 30, 2013)						100,000						2,578						—						1,036
Fiscal 2012 (as of June 30, 2012)						100,000						3,277						—						996
2022 Notes
Fiscal 2022 (as of December 31, 2021)						$	60,501					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						111,055						2,740						—						—
Fiscal 2020 (as of June 30, 2020)						258,240						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						328,500						2,365						—						—
Fiscal 2018 (as of June 30, 2018)						328,500						2,452						—						—
Fiscal 2017 (as of June 30, 2017)						225,000						2,251						—						—
2023 Notes(12)
Fiscal 2022 (as of December 31, 2021)						$	284,219					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						284,219						2,740						—						—
Fiscal 2020 (as of June 30, 2020)						319,145						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						318,863						2,365						—						—
Fiscal 2018 (as of June 30, 2018)						318,675						2,452						—						—
Fiscal 2017 (as of June 30, 2017)						248,507						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						248,293						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						248,094						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						247,881						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						247,725						2,578						—						—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

2024 Notes(15)
Fiscal 2020 (as of June 30, 2020)						$	233,788					$	2,408					—						$	959
Fiscal 2019 (as of June 30, 2019)						234,443						2,365						—						1,002
Fiscal 2018 (as of June 30, 2018)						199,281						2,452						—						1,029
Fiscal 2017 (as of June 30, 2017)						199,281						2,251						—						1,027
Fiscal 2016 (as of June 30, 2016)						161,364						2,269						—						951
6.375% 2024 Notes(12)
Fiscal 2022 (as of December 31, 2021)						$	81,240					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						81,389						2,740						—						—
Fiscal 2020 (as of June 30, 2020)						99,780						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						99,726						2,365						—						—
2025 Notes
Fiscal 2022 (as of December 31, 2021)						$	156,168					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						156,168						2,740						—						—
Fiscal 2020 (as of June 30, 2020)						201,250						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						201,250						2,365						—						—
2026 Notes
Fiscal 2022 (as of December 31, 2021)						$	400,000					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						400,000						2,740						—						—
3.364% 2026 Notes
Fiscal 2022 (as of December 31, 2021)						$	300,000					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						300,000						2,740						—						—
3.437% 2028 Notes
Fiscal 2022 (as of December 31, 2021)						$	300,000					$	2,906					—						—
2028 Notes(16)
Fiscal 2020 (as of June 30, 2020)						$	70,761					$	2,408					—						$	950
Fiscal 2019 (as of June 30, 2019)						70,761						2,365						—						984
Fiscal 2018 (as of June 30, 2018)						55,000						2,452						—						1,004
2029 Notes(17)
Fiscal 2021 (as of June 30, 2021)						69,170						2,740						—						1,028
Fiscal 2020 (as of June 30, 2020)						69,170						2,408						—						970
Fiscal 2019 (as of June 30, 2019)						69,170						2,365						—						983
Prospect Capital InterNotes®
Fiscal 2022 (as of December 31, 2021)						$	340,537					$	2,906					—						—
Fiscal 2021 (as of June 30, 2021)						508,711						2,740						—						—
Fiscal 2020 (as of June 30, 2020)						680,229						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						707,699						2,365						—						—
Fiscal 2018 (as of June 30, 2018)						760,924						2,452						—						—
Fiscal 2017 (as of June 30, 2017)						980,494						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						908,808						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						827,442						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						785,670						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						363,777						2,578						—						—
Fiscal 2012 (as of June 30, 2012)						20,638						3,277						—						—
Preferred Stock

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Fiscal 2022 (as of December 31, 2021)						$	461,439					$	2,437					—						—
Fiscal 2021 (as of June 30, 2021)						137,040						2,584						—						—
All Senior Securities(12)(13)
Fiscal 2022 (as of December 31, 2021)						$	2,856,712					$	2,437					—						—
Fiscal 2021 (as of June 30, 2021)						2,404,689						2,584						—						—
Fiscal 2020 (as of June 30, 2020)						2,169,899						2,408						—						—
Fiscal 2019 (as of June 30, 2019)						2,421,526						2,365						—						—
Fiscal 2018 (as of June 30, 2018)						2,346,563						2,452						—						—
Fiscal 2017 (as of June 30, 2017)						2,681,435						2,251						—						—
Fiscal 2016 (as of June 30, 2016)						2,707,465						2,269						—						—
Fiscal 2015 (as of June 30, 2015)						2,983,736						2,241						—						—
Fiscal 2014 (as of June 30, 2014)						2,773,051						2,305						—						—
Fiscal 2013 (as of June 30, 2013)						1,683,002						2,578						—						—
Fiscal 2012 (as of June 30, 2012)						664,138						3,277						—						—

(1)     Except as noted, the total amount of each class of senior securities outstanding at the end of the year/period presented (in 000’s).

(2)The asset coverage ratio for a class of secured senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. The asset coverage ratio for a class of unsecured senior securities is inclusive of all senior securities. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.

(3)This column is inapplicable.

(4)This column is inapplicable, except for the 6.95% 2022 Notes, the 2024 Notes, the 2028 Notes and the 2029 Notes. The average market value per unit is calculated as an average of quarter-end prices and shown as the market value per $1,000 of indebtedness.

(5)We repaid the outstanding principal amount of the 2015 Notes on December 15, 2015.

(6)We repaid the outstanding principal amount of the 2016 Notes on August 15, 2016.

(7)We repaid the outstanding principal amount of the 2017 Notes on October 15, 2017.

(8)We repaid the outstanding principal amount of the 2018 Notes on March 15, 2018.

(9)We redeemed the 6.95% 2022 Notes on May 15, 2015.

(10)We repaid the outstanding principal amount of the 2019 Notes on January 15, 2019.

(11)We redeemed the 5.00% 2019 Notes on September 26, 2018.

(12)For the fiscal years ended June 30, 2020 or prior, the 2023 Notes and 6.375% 2024 Notes are presented net of unamortized discount.

(13)While we do not consider commitments to fund under revolving arrangements to be Senior Securities, if we were to elect to treat such unfunded commitments, which were $48,672 as of December 31, 2021 as Senior Securities for purposes of Section 18 of the 1940 Act, our asset coverage per unit would be $2,396.

(14)We repaid the outstanding principal amount of the 2020 Notes on April 15, 2020.

(15)We redeemed the 2024 Notes on February 16, 2021.

(16)We redeemed the 2028 Notes on June 15, 2021.

(17)We redeemed the 2029 Notes on December 30, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The following table shows our outstanding debt as of December 31, 2021.

			Principal Outstanding						Unamortized Discount & Debt Issuance Costs						Net Carrying Value						Fair Value(1)						Effective Interest Rate
Revolving Credit Facility(2)			$	472,608					$	9,869					$	472,608		(3)			$	472,608					1ML+2.05%			(6)
2022 Notes			60,501						222						60,279						61,557			(4)			5.64%			(7)
2025 Notes			156,168						2,884						153,284						171,785			(4)			6.63%			(7)
Convertible Notes			216,669												213,563						233,342
6.375% 2024 Notes			81,240						382						80,858						87,785			(4)			6.57%			(7)
2023 Notes			284,219						1,004						283,215						297,691			(4)			6.07%			(7)
2026 Notes			400,000						8,055						391,945						407,100			(4)			3.99%			(7)
3.364% 2026 Notes			300,000						6,656						293,344						299,190			(4)			3.60%			(7)
3.437% 2028 Notes			300,000						8,745						291,255						288,537			(4)			3.63%			(7)
Public Notes			1,365,459												1,340,617						1,380,303
Prospect Capital InterNotes®			340,537						7,667						332,870						383,193			(5)			5.94%			(8)
Total			$	2,395,273											$	2,359,658					$	2,469,446

(1)As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of December 31, 2021.

(2)The maximum draw amount of the Revolving Credit facility as of December 31, 2021 is $1,297,500.

(3)Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.

(4)We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.

(5)The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread based on observable market inputs.

(6)Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.

(7)The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs.

(8)For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The following table shows our outstanding debt as of June 30, 2021:

			Principal Outstanding						Unamortized Discount & Debt Issuance Costs						Net Carrying Value						Fair Value (1)						Effective Interest Rate
Revolving Credit Facility(2)			$	356,937					$	11,141					$	356,937		(3)			$	356,937					1ML+2.05%			(6)
2022 Notes			111,055						825						110,230						113,799			(4)			5.69		%	(7)
2025 Notes			156,168						3,298						152,870						171,590			(4)			6.63		%	(7)
Convertible Notes			267,223												263,100						285,389
6.375% 2024 Notes			81,389						467						80,922						88,996			(4)			6.57		%	(7)
2023 Notes			284,219						1,397						282,822						302,616			(4)			6.07		%	(7)
2026 Notes			400,000						8,768						391,232						413,032			(4)			3.94		%	(7)
3.364% 2026 Notes			300,000						7,279						292,721						300,693			(4)			3.57		%	(7)
2029 Notes			69,170						2,150						67,020						71,336			(4)			7.38		%	(7)
Public Notes			1,134,778												1,114,717						1,176,673
Prospect Capital InterNotes®			508,711						10,496						498,215						591,013			(5)			6.17		%	(8)
Total			$	2,267,649											$	2,232,969					$	2,410,012

(1)As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of June 30, 2021.

(2)The maximum draw amount of the Revolving Credit facility as of June 30, 2021 is $1,107,500.

(3)Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Note 2 for accounting policy details.

(4)We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.

(5)The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread based on observable market inputs.

(6)Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.

(7)The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs. For the 2029 Notes, the rate presented is a combined effective interest rate of their respective original Note issuances and Note Follow-on Programs.

(8)For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of December 31, 2021:

			Payments Due by Period
			Total						Less than 1 Year						1 – 3 Years						3 – 5 Years						After 5 Years
Revolving Credit Facility			$	472,608					—						$	—					$	472,608					$	—
Convertible Notes			216,669						60,501						—						156,168						—
Public Notes			1,365,459						—						365,459						700,000						300,000
Prospect Capital InterNotes®			340,537						—						662						62,537						277,338
Total Contractual Obligations			$	2,395,273					$	60,501					$	366,121					$	1,391,313					$	577,338

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(in thousands, except share and per share data)

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2021:

			Payments Due by Period
			Total						Less than 1 Year						1 – 3 Years						3 – 5 Years						After 5 Years
Revolving Credit Facility			$	356,937					$	—					$	—					$	356,937					$	—
Convertible Notes			267,223						—						111,055						156,168						—
Public Notes			1,134,778						—						365,608						400,000						369,170
Prospect Capital InterNotes®			508,711						—						11,744						51,822						445,145
Total Contractual Obligations			$	2,267,649					$	—					$	488,407					$	964,927					$	814,315

We may from time to time seek to cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. The amounts involved may be material. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including secured debt, unsecured debt and/or debt securities convertible into common stock. Any such purchases or exchanges of outstanding debt would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Note 9. Stock Repurchase Program, Equity Offerings, Offering Expenses, and Distributions

On February 13, 2020, we filed a registration statement on Form N-2 (File No. 333-236415) that was effective upon filing pursuant to Rule 462(e) under the Securities Act as permitted under the Small Business Credit Availability Act. The registration statement permits us to issue, through one or more transactions, an indeterminate amount of securities, consisting of common stock, preferred stock, debt securities, subscription rights to purchase our securities, warrants representing rights to purchase our securities or separately tradeable units combining two or more of our securities.

Preferred Stock

On August 3, 2020, we entered into a Dealer Manager Agreement with Preferred Capital Securities, LLC (“PCS”), pursuant to which PCS has agreed to serve as the Company’s agent, principal distributor and dealer manager for the Company’s offering of up to 40,000,000 shares, par value $0.001 per share, of preferred stock, with a liquidation preference of $25.00 per share. Such preferred stock will initially be issued in multiple series, including the 5.50% Series A1 Preferred Stock (“Series A1 Preferred Stock”), the 5.50% Series M1 Preferred Stock (“Series M1 Preferred Stock”), and the 5.50% Series M2 Preferred Stock (“Series M2 Preferred Stock”, and together with the Series M1 Preferred Stock, the “Series M Preferred Stock”). In connection with such offering, on August 3, 2020, we filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 120,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as “Convertible Preferred Stock.” On October 30, 2020, we entered into a Dealer Manager Agreement with InspereX LLC, pursuant to which InspereX LLC has agreed to serve as the Company’s agent and dealer manager for the Company’s offering of up to 10,000,000 shares, par value $0.001 per share, of 5.50% Series AA1 Preferred Stock, with a liquidation preference of $25.00 per share (the “Series AA1 Preferred Stock”). In connection with such offering, on October 30, 2020, we filed Articles Supplementary with the SDAT, reclassifying and designating an additional 20,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as Convertible Preferred Stock. On May 19, 2021, we entered into an Underwriting Agreement with UBS Securities LLC, relating to the offer and sale of 187,000 shares, par value $0.001 per share, of 5.50% Series A2 Preferred Stock, with a liquidation preference of $25.00 per share (the “Series A2 Preferred Stock”, and together with the Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock and Series AA1 Preferred Stock, the “5.50% Preferred Stock”). The issuance of the Series A2 Preferred Stock settled on May 26, 2021. In connection with such offering, on May 19, 2021, we filed Articles Supplementary with the SDAT, reclassifying and designating an additional 1,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as Convertible Preferred Stock.

In connection with the offerings of the 5.50% Preferred Stock, we adopted and amended, respectively, a preferred stock dividend reinvestment plan (the “Preferred Stock Plan” or the “Preferred Stock DRIP”), pursuant to which holders of the 5.50% Preferred Stock will have dividends on their 5.50% Preferred Stock automatically reinvested in additional shares of such 5.50% Preferred Stock at a price per share of $25.00, if they elect.

Each series of 5.50% Preferred Stock ranks (with respect to the payment of dividends and rights upon liquidation, dissolution or winding up) (a) senior to our common stock, (b) on parity with each other series of our preferred stock, and (c) junior to our

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

existing and future secured and unsecured indebtedness. See Note 8, Fair Value and Maturity of Debt Outstanding for further discussion on our senior securities.

At any time prior to the listing of the 5.50% Preferred Stock on a national securities exchange, shares of the 5.50% Preferred Stock are convertible, at the option of the holder of the 5.50% Preferred Stock (the “Holder Optional Conversion”). We will settle any Holder Optional Conversion by paying or delivering, as the case may be, (A) any portion of the Settlement Amount (as defined below) that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the Settlement Amount, minus (b) any portion of the Settlement Amount that we elect to pay in cash, divided by (2) the arithmetic average of the daily volume weighted average price of shares of our common stock over each of the five consecutive trading days ending on the Holder Conversion Exercise Date (such arithmetic average, the “5-day VWAP”). For the Series A1 Preferred Stock, the Series AA1 Preferred Stock, and the Series A2 Preferred Stock, “Settlement Amount” means (A) $25.00 per share (the “Stated Value”), plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the applicable 5.50% Holder Optional Conversion Fee for the respective Holder Conversion Deadline. For the Series M Preferred Stock, “Settlement Amount” means (A) the Stated Value, plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the applicable Series M Clawback, if any. “Series M Clawback”, if applicable, means an amount equal to the aggregate amount of all dividends, whether paid or accrued, on such share of Series M Stock in the three full months prior to the Holder Conversion Exercise Date. Subject to certain limited exceptions, we will not pay any portion of the Settlement Amount in cash (other than cash in lieu of fractional shares of our common stock) until the five year anniversary of the date on which a share of 5.50% Preferred Stock has been issued. Beginning on the five year anniversary of the date on which a share of 5.50% Preferred Stock is issued, we may elect to settle all or a portion of any Holder Optional Conversion in cash without limitation or restriction. The right of holders to convert a share of 5.50% Preferred Stock will terminate upon the listing of such share on a national securities exchange.

Subject to certain limited exceptions allowing earlier redemption, beginning on the earlier of the five year anniversary of the date on which a share of 5.50% Preferred Stock has been issued, or, for listed shares of 5.50% Preferred Stock, five years from the earliest date on which any series that has been listed was first issued (the earlier of such dates, the “Redemption Eligibility Date”), such share of 5.50% Preferred Stock may be redeemed at any time or from time to time at our option (the “Issuer Optional Redemption”), at a redemption price of 100% of the Stated Value of the shares of 5.50% Preferred Stock to be redeemed plus unpaid dividends accrued to, but not including, the date fixed for redemption.

Subject to certain limitations, each share of 5.50% Preferred Stock may be converted at our option (the “Issuer Optional Conversion”). We will settle any Issuer Optional Conversion by paying or delivering, as the case may be, (A) any portion of the IOC Settlement Amount (as defined below) that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the IOC Settlement Amount, minus (b) any portion of the IOC Settlement Amount that we elect to pay in cash, divided by (2) the 5-day VWAP, subject to our ability to obtain or maintain any stockholder approval that may be required under the 1940 Act to permit us to sell our common stock below net asset value if the 5-day VWAP represents a discount to our net asset value per share of common stock. For the 5.50% Preferred Stock, “IOC Settlement Amount” means (A) the Stated Value, plus (B) unpaid dividends accrued to, but not including, the date fixed for conversion. In connection with an Issuer Optional Conversion, we will use commercially reasonable efforts to obtain or maintain any stockholder approval that may be required under the 1940 Act to permit us to sell our common stock below net asset value. If we do not have or obtain any required stockholder approval under the 1940 Act to sell our common stock below net asset value and the 5-day VWAP is at a discount to our net asset value per share of common stock, we will settle any conversions in connection with an Issuer Optional Conversion by paying or delivering, as the case may be, (A) any portion of the IOC Settlement Amount that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the IOC Settlement Amount, minus (b) any portion of the IOC Settlement Amount that we elect to pay in cash, divided by (2) the NAV per share of common stock at the close of business on the business day immediately preceding the date of conversion. We will not pay any portion of the IOC Settlement Amount from an Issuer Optional Conversion in cash (other than cash in lieu of fractional shares of our common stock) until the Redemption Eligibility Date. Beginning on the Redemption Eligibility Date, we may elect to settle any Issuer Optional Conversion in cash without limitation or restriction. In the event that we exercise an Issuer Optional Conversion with respect to any shares of 5.50% Preferred Stock, the holder of such 5.50% Preferred Stock may instead elect a Holder Optional Conversion with respect to such 5.50% Preferred Stock provided that the date of conversion for such Holder Optional Conversion would occur prior to the date of conversion for an Issuer Optional Conversion.

On July 12, 2021, we entered into an underwriting agreement by and among us, Prospect Capital Management L.P., Prospect Administration LLC, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, relating to the offer and sale of 6,000,000 shares, or $150,000 in aggregate liquidation preference, of our 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock” or “5.35% Preferred Stock”), at a public offering price of $25.00 per share. Pursuant to the Underwriting Agreement, we also

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of Series A Preferred Stock solely to cover over-allotments. The offer settled on July 19, 2021, and no additional shares of Series A Preferred Stock were issued pursuant to the option. In connection with such offering, on July 15, 2021, we filed Articles Supplementary with SDAT, reclassifying and designating 6,900,000 shares of the Company’s authorized and unissued shares of Common Stock into shares of Series A Preferred Stock.

The Series A Preferred Stock ranks (with respect to the payment of dividends and rights upon liquidation, dissolution or winding up) (a) senior to our common stock, (b) on parity with each other series of our preferred stock, and (c) junior to our existing and future secured and unsecured indebtedness. See Note 8, Fair Value and Maturity of Debt Outstanding for further discussion on our senior securities.

Subject to certain limited exceptions allowing earlier redemption, at any time after the close of business on July 19, 2026 (any such date, an “Optional Redemption Date”), at our sole option, we may redeem the Series A Preferred Stock in whole or, from time to time, in part, out of funds legally available for such redemption, at a price per share equal to the liquidation preference of $25.00 per share, plus an amount equal to all unpaid dividends on such shares (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the date fixed for redemption. We may also redeem the Series A Preferred Stock at any time, in whole or, from time to time, in part, including prior to the Optional Redemption Date, pro rata, based on liquidation preference, with all other series of our then outstanding preferred stock, in the event that our Board determines to redeem any series of our preferred stock, in whole or, from time to time, in part, because such redemption is deemed necessary by the Board to comply with the asset coverage requirements of the 1940 Act or for us to maintain RIC status.

In the event of a Change of Control Triggering Event (as defined below), we may, at our option, exercise our special optional redemption right to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control Triggering Event has occurred by paying the liquidation preference, plus an amount equal to all unpaid dividends on such shares (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the date fixed for such redemption. To the extent that we exercise our optional redemption right or our special optional redemption right relating to the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion right described below in respect of their shares called for redemption.

Except to the extent that we have elected to exercise our optional redemption right or our special optional redemption right by providing notice of redemption prior to the Change of Control Conversion Date (as defined below), upon the occurrence of a Change of Control Triggering Event, each holder of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of our shares of common stock per Series A Preferred Stock to be converted equal to the lesser of:

•the quotient obtained by dividing (i) the sum of the Liquidation Preference per share plus an amount equal to all unpaid dividends thereon (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Record Date for a Series A Preferred Stock dividend payment and prior to the corresponding Series A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined below); and

•6.03865, subject to certain adjustments,

subject, in each case, to provisions for the receipt of alternative consideration upon conversion as described in the applicable prospectus supplement.

If we have provided or provide a redemption notice with respect to some or all of the Series A Preferred Stock, holders of any Series A Preferred Stock that we have called for redemption will not be permitted to exercise their Change of Control Conversion Right in respect of any of their Series A Preferred Stock that have been called for redemption, and any Series A Preferred Stock subsequently called for redemption that have been tendered for conversion will be redeemed on the applicable date of redemption instead of converted on the Change of Control Conversion Date.

For purposes of the foregoing discussion of a redemption upon the occurrence of a Change of Control Triggering Event, the following definitions are applicable:

“Change of Control Triggering Event” means the occurrence of any of the following:

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(in thousands, except share and per share data)

•the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation and other than an Excluded Transaction) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than to any Permitted Holders); provided that, for the avoidance of doubt, a pledge of assets pursuant to any of our secured debt instruments or the secured debt instruments of our Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition; or

•the consummation of any transaction (including, without limitation, any merger or consolidation and other than an Excluded Transaction) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock, measured by voting power rather than number of shares.

Notwithstanding the foregoing, the consummation of any of the transactions referred to in the bullet points above will not be deemed a Change of Control Triggering Event if we or the acquiring or surviving consolidated entity has or continues to have a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ, or is otherwise listed or quoted on a national securities exchange.

The “Change of Control Conversion Date” is the date the shares of Series A Preferred Stock are to be converted, which will be a business day selected by us that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series A Preferred Stock.

The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control Triggering Event by the holders of our common stock is solely cash, the amount of cash consideration per share of our common stock or (ii) if the consideration to be received in the Change of Control Triggering Event by holders of our common stock is other than solely cash (x) the average of the closing sale prices per share of our common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control Triggering Event as reported on the principal U.S. securities exchange on which our common stock is then traded, or (y) the average of the last quoted bid prices for our common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control Triggering Event, if our common stock is not then listed for trading on a U.S. securities exchange.

“Controlled Subsidiary” means any of our subsidiaries, 50% or more of the outstanding equity interests of which are owned by us and our direct or indirect subsidiaries and of which we possess, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Excluded Transaction” means (i) any transaction that does not result in any reclassification, conversion, exchange or cancellation of all or substantially all of the outstanding shares of our Voting Stock; (ii) any changes resulting from a subdivision or combination or a change solely in par value; (iii) any transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving “person” (as that term is used in Section 13(d)(3) of the Exchange Act) or any direct or indirect parent company of the surviving “person” (as that term is used in Section 13(d)(3) of the Exchange Act) immediately after giving effect to such transaction; (iv) any transaction if (A) we become a direct or indirect wholly-owned subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company; or (v) any transaction primarily for the purpose of changing our jurisdiction of incorporation or form of organization.

“Permitted Holders” means (i) us, (ii) one or more of our Controlled Subsidiaries and (iii) Prospect Capital Management or any affiliate of Prospect Capital Management that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

“Voting Stock” as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such person having ordinary voting power for the election of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

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(in thousands, except share and per share data)

Except as provided above in connection with a Change of Control Triggering Event, the Series A Preferred Stock is not convertible into or exchangeable for any other securities or property.

For so long as the Series A Preferred Stock is outstanding, we will not exercise any option we have to convert any other series of our outstanding preferred stock to common stock, including the Issuer Optional Conversion, or any other security ranking junior to such preferred stock. As a result, and in accordance with ASC 480, we have presented both our 5.50% Preferred Stock and Series A Preferred Stock within temporary equity on our Consolidated Statement of Assets and Liabilities as of December 31, 2021.

During the six months ended December 31, 2021, we issued 6,588,940 shares of our Series A1 Preferred Stock for net proceeds of $149,357, 388,441 shares of our Series M1 Preferred Stock for net proceeds of $9,446, and 6,000,000 shares of our Series A Preferred Stock for net proceeds of $145,275, each excluding offering costs and preferred stock dividend reinvestments.

Shares of the 5.50% Preferred Stock will pay a monthly dividend, when and if declared by the Board, at a fixed annual rate of 5.50% per annum of the Stated Value of $25.00 per share (computed on the basis of a 360-day year consisting of twelve 30-day months), payable in cash or through the issuance of additional 5.50% Preferred Stock through the 5.50% Preferred Stock DRIP.

Shares of the Series A Preferred Stock will pay a quarterly dividend, when and if declared by the Board, at a fixed annual rate of 5.35% per annum of the Stated Value of $25.00 per share (computed on the basis of a 360-day year consisting of twelve 30-day months), payable in cash

During the six months ended December 31, 2021 and December 31, 2020, we distributed approximately $5,954 and $46, respectively, to our 5.50% Preferred Stock holders. During the six months ended December 31, 2021, we distributed approximately $2,296 to our 5.35% Series A Preferred Stock holders. Our distributions to our 5.50% Preferred Stock holders and 5.35% Series A Preferred Stock holders for the six months ended December 31, 2021 and December 31, 2020, are summarized in the following table:

Declaration Date						Record Date						Payment Date						Amount ($ per share), before pro ration for partial periods						Amount Distributed
5.50% Preferred Stock holders
11/6/2020						11/18/2020						12/1/2020						$	0.114583					$	13
12/4/2020						12/21/2020						1/4/2021						0.114583						33
Distributions for the six months ended December 31, 2020																								$	46
5/7/2021						7/21/2021						8/2/2021						$	0.114583					$	680
5/7/2021						8/18/2021						9/1/2021						0.114583						786
8/24/2021						9/15/2021						10/1/2021						0.114583						941
8/24/2021						10/20/2021						11/1/2021						0.114583						1,054
8/24/2021						11/17/2021						12/1/2021						0.114583						1,197
11/5/2021						12/15/2021						1/3/2022						0.114583						1,296
Distributions for the six months ended December 31, 2021																								$	5,954
5.35% Series A Preferred Stock holders
8/24/2021						10/20/2021						11/1/2021						$	0.382674					$	2,296
Distributions for the six months ended December 31, 2021																								$	2,296

The above table includes dividends paid during the six months ended December 31, 2021. It does not include distributions previously declared to the 5.50% Preferred Stock holders and 5.35% Series A Preferred Stock holders of record for any future dates, as those amounts are not yet determinable. The following dividends were previously declared and will be recorded and paid subsequent to December 31, 2021:

•$0.114583 per share (before pro ration for partial period holders of record) for 5.50% Preferred Stock holders of record on January 19, 2022 with a payment date of February 1, 2022

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(in thousands, except share and per share data)

•$0.114583 per share (before pro ration for partial period holders of record) for 5.50% Preferred Stock holders of record on February 16, 2022 with a payment date of March 1, 2022

•$0.334375 per share (before pro ration for partial period holders of record) for 5.35% Series A Preferred Stock holders of record on January 19, 2022 with a payment date of February 1, 2022

As of December 31, 2021, we have accrued approximately $22 and $1,338 in dividends that have not yet been declared for our 5.50% Preferred Stock holders and 5.35% Series A Preferred Stock holders, respectively.

During the six months ended December 31, 2021, we issued 4,231 shares of our Series A1 Preferred Stock and 104 shares of our Series M1 Preferred Stock, in connection with the Preferred Stock Plan.

During the six months ended December 31, 2021, 5,751 shares of our Series A1 Preferred Stock were converted to 16,088 shares of our common stock, in connection with Holder Optional Conversions.

The conversion rights discussed above are accounted for as share settled redemption features and are determined to be clearly and closely related to the preferred stock host instruments. As such, we determined that no bifurcation was necessary.

The following table shows our outstanding Preferred Stock as of December 31, 2021.

Series						Shares Outstanding						Liquidation Value
Series A1						11,751,346						$	293,784
Series M1						519,211						12,980
Series A2						187,000						4,675
Series A						6,000,000						150,000
Total						18,457,557						$	461,439

The following table shows our outstanding Preferred Stock as of June 30, 2021.

Series						Shares Outstanding						Liquidation Value
Series A1						5,163,926						$	129,098
Series M1						130,666						3,267
Series A2						187,000						4,675
Total						5,481,592						$	137,040

Preferred Stock issued prior to the issuance of our 5.35% Series A Preferred Stock has a carrying value equal to liquidation value per share on our Consolidated Statements of Assets and Liabilities. Subsequent issuances of our Preferred Stock classified as temporary equity are recorded net of issuance costs. The carrying value is inclusive of cumulative accrued and unpaid dividends as of December 31, 2021.

Common Stock

Our common stockholders’ equity accounts as of December 31, 2021 and June 30, 2021 reflect cumulative shares issued as of those respective dates. Our common stock has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters, our common stock dividend reinvestment plan in connection with the acquisition of certain controlled portfolio companies and in connection with our 5.50% Preferred Stock Holder Optional Conversion. When our common stock is issued, the related offering expenses have been charged against paid-in capital in excess of par. All underwriting fees and offering expenses were borne by us.

On August 24, 2011, our Board of Directors approved a share repurchase plan (the “Repurchase Program”) under which we may repurchase up to $100,000 of our common stock at prices below our net asset value per share. Prior to any repurchase, we are required to notify stockholders of our intention to purchase our common stock.

We did not repurchase any shares of our common stock under the Repurchase Program for the six months ended December 31, 2021 and December 31, 2020. As of December 31, 2021, the approximate dollar value of shares that may yet be purchased under the Repurchase Program is $65,860.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

On June 12, 2020, we entered into equity distribution agreements with each of RBC Capital Markets, LLC, Barclays Capital Inc., and KeyBanc Capital Markets Inc. pursuant to which we may offer and sell, by means of at-the-market offerings, up to 50,000,000 shares of our $0.001 par value Common Stock (“Common Stock ATM”).

Excluding common stock dividend reinvestments and shares issued in connection with the 5.50% Preferred Stock Holder Optional Conversion, during the six months ended December 31, 2021 and December 31, 2020, we did not issue any shares of our common stock.

On February 9, 2016, we amended our common stock dividend reinvestment plan that provided for reinvestment of our dividends or distributions on behalf of our stockholders, unless a stockholder elects to receive cash, to add the ability of stockholders to purchase additional common shares by making optional cash investments. Under the revised dividend reinvestment and direct common stock repurchase plan, stockholders may elect to purchase additional common shares through our transfer agent in the open market or in negotiated transactions.

On April 17, 2020, our Board of Directors approved further amendments to our common stock dividend reinvestment plan, effective May 21, 2020, that principally provide for the number of newly-issued shares of our common stock to be credited to a stockholder’s account shall be determined by dividing the total dollar amount of the distribution payable to such common stockholder by 95% of the market price per share of our common stock at the close of regular trading on the Nasdaq Global Select Market on the date fixed by the Board of Directors for such distribution.

On June 11, 2021, at a special meeting of our stockholders, our stockholders authorized us to sell shares of our common stock (during the next 12 months) at a price or prices below our net asset value per share at the time of sale in one or more offerings, subject to certain conditions as set forth in the proxy statement relating to the special meeting (including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale).

During the six months ended December 31, 2021 and December 31, 2020, we distributed approximately $140,283 and $136,685, respectively, to our common stockholders. The following table summarizes our distributions declared and payable for the six months ended December 31, 2020 and December 31, 2020.

Declaration Date						Record Date						Payment Date						Amount Per Share						Amount Distributed (in thousands)
5/8/2020						7/31/2020						8/20/2020						$	0.06					$	22,515
5/8/2020						8/31/2020						9/17/2020						0.06						22,619
8/25/2020						9/30/2020						10/22/2020						0.06						22,727
8/25/2020						10/30/2020						11/19/2020						0.06						22,836
11/6/2020						11/30/2020						12/24/2020						0.06						22,942
11/6/2020						12/31/2020						1/21/2021						0.06						23,046
Total declared and payable for the six months ended December 31, 2020																								$	136,685
5/7/2021						7/28/2021						8/19/2021						$	0.06					$	23,325
5/7/2021						8/27/2021						9/23/2021						0.06						23,348
8/24/2021						9/28/2021						10/21/2021						0.06						23,370
8/24/2021						10/27/2021						11/18/2021						0.06						23,392
11/5/2021						11/26/2021						12/23/2021						0.06						23,413
11/5/2021						12/29/2021						1/20/2022						0.06						23,435
Total declared and payable for the six months ended December 31, 2021																								$	140,283

Dividends and distributions to common stockholders are recorded on the ex-dividend date. As such, the table above includes distributions with record dates during six months ended December 31, 2021 and December 31, 2020. It does not include distributions previously declared to common stockholders of record on any future dates, as those amounts are not yet determinable. The following dividends were previously declared and will be recorded and payable subsequent to December 31, 2021:

•$0.06 per share for January 2022 holders of record on January 27, 2022 with a payment date of February 17, 2022

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

During the six months ended December 31, 2021 and December 31, 2020, we issued 2,148,594 and 10,559,146 shares of our common stock, respectively, in connection with the common stock dividend reinvestment plan.

During the six months ended December 31, 2021, Prospect officers and directors purchased 49,196 shares of our common stock, or 0.01% of total outstanding shares as of December 31, 2021, through shares issued in connection with our common stock dividend reinvestment plan.

As of December 31, 2021, we have reserved 23,358,402 shares of our common stock for issuance upon conversion of the Convertible Notes (see Note 5) and 1,000,000,000 shares of our common stock for issuance upon conversion of the 5.50% Preferred Stock.

Note 10. Other Income

Other income consists of structuring fees, overriding royalty interests, revenue receipts related to net profit interests, deal deposits, administrative agent fees, and other miscellaneous and sundry cash receipts. The following table shows income from such sources during the three and six months ended December 31, 2021 and December 31, 2020.

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Structuring, advisory, and amendment fees			$	16,853					$	15,992					$	28,814					$	17,418
Royalty and net revenue interests			10,487						9,108						20,294						18,174
Administrative agent fees			159						125						327						249
Total other income			$	27,499					$	25,225					$	49,435					$	35,841

Note 11. Net Increase (Decrease) in Net Assets per Common Share

Earnings per share is calculated in accordance with ASC 260, “Earnings per Share”. Basic earnings per share is calculated by dividing the net increase (decrease) in net assets resulting from operations, less preferred dividends, by the weighted average number of common shares outstanding. Diluted earnings per share gives effect to all dilutive potential common shares outstanding using the if-converted method for Preferred Stock (Refer to Note 9). Diluted earnings per share excludes all dilutive potential common shares if their effect is anti-dilutive. During the six months ended December 31, 2021 and December 31, 2020, we did not have potential common shares that would be anti-dilutive.

The following information sets forth the computation of basic and diluted earnings per common share for the three and six months ended December 31, 2021 and December 31, 2020:

			For the three months ended December 31, 2021												For the Six Months Ended December 31, 2021
			Basic						Diluted						Basic						Diluted
Net increase in net assets resulting from operations applicable to Common Stockholders			$	246,411					$	253,613					$	456,135					$	465,744
Weighted average common shares outstanding			389,991,324						417,952,347						389,438,733						412,840,135
Earnings per share			$	0.63					$	0.61					$	1.17					$	1.13

			For the Three Months Ended December 31, 2020												For the Six Months Ended December 31, 2020
			Basic						Diluted						Basic						Diluted
Net increase in net assets resulting from operations applicable to Common Stockholders			$	305,921					$	305,967					$	473,667					$	473,713
Weighted average common shares outstanding			381,157,121						381,817,317						378,534,006						378,864,104
Earnings per share			$	0.80					$	0.80					$	1.25					$	1.25

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Note 12. Income Taxes

While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is August 31 of each year. The information presented in this footnote is based on our tax year end for each period presented, unless otherwise specified.

For income tax purposes, dividends paid and distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of dividends paid to stockholders during the tax years ended August 31, 2021, 2020, and 2019 were as follows:

						Tax Year Ended August 31,
						2021						2020						2019
Ordinary income						$	250,801					$	169,041					$	263,773
Capital gain						—						—						—
Return of capital						28,545						96,720						—
Total dividends paid to stockholders						$	279,346		(1)			$	265,761					$	263,773

(1)Final determination of tax character will not be final until we file our return for the tax year ended August 31, 2021.

As of August 26, 2020 when our prior Form 10-K was filed for the year ended June 30, 2020, we estimated our distributions for the fiscal and tax years disclosed therein to be distributions of ordinary income. Subsequent to our filing date, we obtained more information from our underlying investments as to the character of the distributions for the tax year ended August 31, 2020, which resulted in changes to distributions previously disclosed in our Form 10-K filing. As a result of the change, our total distributable loss on our Consolidated Statement of Assets and Liabilities for the year ended June 30, 2020 changed from $1,015,387 to $930,930, with $84,457 being reclassified to distributions from capital. The remaining reclassification of tax distributions classified as return of capital for the tax year ended August 31, 2020 have been adjusted in the fiscal year ended June 30, 2021. This adjustment resulted in an increase to distributable earnings of $12,263 for the three months ended September 30, 2020.

We generate certain types of income that may be exempt from U.S. withholding tax when distributed to non-U.S. stockholders. Under IRC Section 871(k), a RIC is permitted to designate distributions of qualified interest income and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation. For the 2021 calendar year, 41.98% of our taxable dividends as of December 31, 2021 qualified as interest related dividends which are exempt from U.S. withholding tax applicable to non-U.S. stockholders. This percentage is based on the best estimates available at the time of this filing. The final percentage will be determined with the filing of Form 1099-DIV.

We also generate income that may be beneficial to shareholders that face interest expense limitations. Under IRC Section 163(j), a RIC is permitted to designate distributions attributable to net business interest income as section 163(j) interest dividends. For the 2021 calendar year 65.63% of our taxable ordinary dividends as of December 31, 2021 qualified as section 163(j) interest dividends. This percentage is based on the best estimates available at the time of this filing. The final percentage will be determined with the filing of Form 1099-DIV.

For the tax year ending August 31, 2022, the tax character of dividends paid to stockholders through December 31, 2021 is expected to be ordinary income and return of capital however due to the difference between our fiscal and tax year ends, the final determination of the tax character of dividends between ordinary income, capital gains, and return of capital will not be made until we file our tax return for the tax year ending August 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following reconciles the net increase in net assets resulting from operations to taxable income for the tax years ended August 31, 2021, 2020, and 2019:

						Tax Year Ended August 31,
						2021						2020						2019
Net increase (decrease) in net assets resulting from operations						$	428,106					$	(78,949)					$	93,093
Net realized (gains) losses on investments						16,173						10,139						(5,923)
Net unrealized (gains) losses on investments						(143,654)						328,997						217,159
Other temporary book-to-tax differences						(49,882)						(91,368)						(87,511)
Permanent differences						(20)						57						78
Taxable income before deductions for distributions						$	250,723		(2)			$	168,876					$	216,896

(2) Final determination of permanent differences will not be final until we file our return for the tax year ended August 31, 2021.

Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. As of August 31, 2021, we had capital loss carryforwards of approximately $129,669 available for use in later tax years. The unused balance each year will be carried forward and utilized as gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a variety of factors that cannot be known in advance, some of the Company’s capital loss carryforwards may become permanently unavailable due to limitations by the Code.

For the tax year ended August 31, 2021, we had no cumulative taxable income in excess of cumulative distributions.

As of December 31, 2021, the cost basis of investments for tax purposes was $6,553,433 resulting in an estimated net unrealized gain of $449,413. As of December 31, 2021, the gross unrealized gains and losses were $1,514,719 and $1,065,306, respectively. As of June 30, 2021, the cost basis of investments for tax purposes was $6,050,304 resulting in an estimated net unrealized gain of $151,474. As of June 30, 2021, the gross unrealized gains and losses were $1,208,128 and $1,056,654, respectively. Due to the difference between our fiscal year end and tax year end, the cost basis of our investments for tax purposes as of December 31, 2021 and June 30, 2021 was calculated based on the book cost of investments as of December 31, 2021 and June 30, 2021, respectively, with cumulative book-to-tax adjustments for investments through August 31, 2021 and 2020, respectively.

In general, we may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal excise taxes, among other items. During the tax year ended August 31, 2021, we decreased overdistributed net investment income by $20 and increased capital in excess of par value by $20. During the tax year ended August 31, 2020, we increased overdistributed net investment income by $57 and decreased capital in excess of par value by $57. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended August 31, 2021 are being recorded in the fiscal year ending June 30, 2022 and the reclassifications for the taxable year ended August 31, 2020 were recorded in the fiscal year ended June 30, 2021. The reclassifications, if any, for the taxable year ended August 31, 2021 will be recorded in the fiscal year ending June 30, 2022 once we file our tax return for the tax year ending August 31, 2021.

Note 13. Related Party Agreements and Transactions

Investment Advisory Agreement

We have entered into an investment advisory and management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which the Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, us. Under the terms of the Investment Advisory Agreement, the Investment Adviser: (i) determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes, (ii) identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies), and (iii) closes and monitors investments we make.

The Investment Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired. For providing these services the Investment Adviser

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

receives a fee from us, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.00% on our total assets. For services currently rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. The total gross base management fee incurred to the favor of the Investment Adviser was $33,843 and $27,833 during the three months ended December 31, 2021 and December 31, 2020, respectively. The total gross base management fee incurred to the favor of the Investment Advisor was $66,046 and $54,683 during the six months ended December 31, 2021 and December 31, 2020, respectively.

The incentive fee has two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income less preferred dividends for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized).

The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the 2.00% base management fee. We pay the Investment Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows: 

•No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;

•100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate); and

•20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate).

These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.

The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to the Investment Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The total income incentive fee incurred was $19,589 and $20,717 during the three months ended December 31, 2021 and December 31, 2020, respectively. The fees incurred for the six months ended December 31, 2021 and December 31, 2020 were $39,329 and $35,103, respectively.No capital gains incentive fee was incurred during the six months ended December 31, 2021 and December 31, 2020. Income incentive fee for the three months ended December 31, 2020 includes a $264 adjustment for fees earned in prior periods that were neither expensed nor paid to the Investment Adviser.

Administration Agreement

We have also entered into an administration agreement (the “Administration Agreement”) with Prospect Administration under which Prospect Administration, among other things, provides (or arranges for the provision of) administrative services and facilities for us. For providing these services, we reimburse Prospect Administration for our allocable portion of overhead incurred by Prospect Administration in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and her staff, including the internal legal staff. Under this agreement, Prospect Administration furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Prospect Administration also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, Prospect Administration assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, Prospect Administration also provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance (see Managerial Assistance section below). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Prospect Administration is a wholly-owned subsidiary of the Investment Adviser.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Administration and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Prospect Administration’s services under the Administration Agreement or otherwise as administrator for us. Our payments to Prospect Administration are reviewed quarterly by our Board of Directors.

The allocation of net overhead expense from Prospect Administration was $2,239 and $3,426 for the three months ended December 31, 2021 and December 31, 2020, respectively.

The allocation of net overhead expense from Prospect Administration was $6,765 and $8,083 for the six months ended December 31, 2021 and December 31, 2020, respectively.Prospect Administration received estimated payments of $4,315 and $548 directly from our portfolio companies, and certain funds managed by the Investment Adviser for legal services during the six months ended December 31, 2021 and December 31, 2020, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by this amount.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Managerial Assistance

As a BDC, we are obligated under the 1940 Act to make available to certain of our portfolio companies significant managerial assistance. “Making available significant managerial assistance” refers to any arrangement whereby we provide significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant managerial assistance provided by us to controlled and non-controlled portfolio companies will vary according to the particular needs of each portfolio company. Examples of such activities include (i) advice on recruiting, hiring, management and termination of employees, officers and directors, succession planning and other human resource matters; (ii) advice on capital raising, capital budgeting, and capital expenditures; (iii) advice on advertising, marketing, and sales; (iv) advice on fulfillment, operations, and execution; (v) advice on managing relationships with unions and other personnel organizations, financing sources, vendors, customers, lessors, lessees, lawyers, accountants, regulators and other important counterparties; (vi) evaluating acquisition and divestiture opportunities, plant expansions and closings, and market expansions; (vii) participating in audit committee, nominating committee, board and management meetings; (viii) consulting with and advising board members and officers of portfolio companies (on overall strategy and other matters); and (ix) providing other organizational, operational, managerial and financial guidance.

Prospect Administration, when performing a managerial assistance agreement executed with each portfolio company to which we provide managerial assistance, arranges for the provision of such managerial assistance on our behalf. When doing so, Prospect Administration utilizes personnel of our Investment Adviser. We, on behalf of Prospect Administration, invoice portfolio companies receiving and paying for managerial assistance, and we remit to Prospect Administration its cost of providing such services, including the charges deemed appropriate by our Investment Adviser for providing such managerial assistance. No income is recognized by Prospect.

During the three months ended December 31, 2021 and December 31, 2020, we received payments of $1,835 and $1,973, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration. During the six months ended December 31, 2021 and December 31, 2020, we received payments of $3,670 and $3,820, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration.

Co-Investments

On January 13, 2020, we received an exemptive order from the SEC (the “Order”), which superseded a prior co-investment exemptive order granted on February 10, 2014, that gave us the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Investment Adviser or certain affiliates, including Priority Income Fund, Inc. and Prospect Sustainable Income Fund, Inc. (f/k/a Prospect Flexible Income Fund, Inc.), where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions included therein. 

Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. In certain situations where a co-investment with one or more funds managed or owned by the Investment Adviser or its affiliates is not covered by the Order, such as when there is an opportunity to invest in different securities of the same issuer, the personnel of the Investment Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, we will be unable to invest in any issuer in which one or more funds managed by the Investment Adviser or its affiliates has previously invested.

We reimburse CLO investment valuation services fees initially incurred by Priority Income Fund, Inc. During the three months ended December 31, 2021 and December 31, 2020, we recognized expenses that were reimbursed for valuation services of $30 and $32, respectively. During the six months ended December 31, 2021 and December 31, 2020, we recognized expenses that were reimbursed for valuation services of $61 and $63, respectively.Conversely, Priority Income Fund, Inc. and Prospect Sustainable Income Fund, Inc. (f/k/a Prospect Flexible Income Fund, Inc.) reimburse us for software fees, expenses which were initially incurred by Prospect. As of December 31, 2020, we accrued a receivable from Priority Income Fund, Inc. and Prospect

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Sustainable Income Fund, Inc. (f/k/a Prospect Flexible Income Fund, Inc.) for software fees of $7. There was no such receivable outstanding as of December 31, 2021.

Note 14. Transactions with Controlled Companies

The descriptions below detail the transactions which Prospect Capital Corporation (“Prospect”) has entered into with each of our controlled companies. Certain of the controlled entities discussed below were consolidated effective July 1, 2014 (see Note 1). As such, transactions with these Consolidated Holding Companies are presented on a consolidated basis.

CP Energy Services Inc.

Prospect owns 100% of the equity of CP Holdings of Delaware LLC (“CP Holdings”), a Consolidated Holding Company. CP Holdings owns 99.8% of the equity of CP Energy Services, Inc. (“CP Energy”), and the remaining equity is owned by CP Energy management. CP Energy owns directly or indirectly 100% of each of CP Well; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. CP Energy provides oilfield flowback services and fluid hauling and disposal services through its subsidiaries. On April 6, 2018, Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), a previously controlled portfolio company, merged with and into CP Energy, with CP Energy continuing as the surviving corporation. In June 2019, CP Energy purchased a controlling interest in the common equity of Spartan Energy Holdings, Inc. (“Spartan Holdings”), which owns 100% of Spartan Energy Services, LLC (“Spartan”) a portfolio company of Prospect with $34,399 in senior secured term loans (the “Spartan Term Loans”) due to us as of June 30, 2019. As a result of CP Energy’s purchase, and given Prospect’s controlling interest in CP Energy, our Spartan Term Loans are presented as control investments under CP Energy beginning June 30, 2019. Spartan remains the direct borrow and guarantor to Prospect for the Spartan Term Loans.

In December 2019, Wolf Energy Holdings, Inc. (“Wolf Energy Holdings”), our Consolidated Holding Company that previously owned 100% of Appalachian Energy LLC (“AEH”); Wolf Energy Services Company, LLC (“Wolf Energy Services”); and Wolf Energy, LLC (collectively our previously controlled membership interest and net profit interest investments in “Wolf Energy”), merged with and into CP Energy, with CP Energy continuing as the surviving entity. CP Energy acquired 100% of our equity investment in Wolf Energy, which is reflected in our valuation of the CP Energy common stock as of December 31, 2019.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income
Interest Income from CP Energy			$	1,309					$	1,162					$	2,580					$	2,289
Interest Income from Spartan			363						302						723						605
Total Interest Income			$	1,672					$	1,464					$	3,303					$	2,894
Other Income
Administrative Agent			$	—					$	7					$	6					$	13
Total Other Income			$	—					$	7					$	6					$	13
Realized Gain			$	—					$	—					$	—					$	2,832

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions			$	—					$	—					$	—					$	26,193
Interest Income Capitalized as PIK
CP Energy			1,309						1,161						2,581						2,288
Spartan			364						—						363						—
Total Interest Income Capitalized as PIK			$	1,673					$	1,161					$	2,944					$	2,288
Repayment of Loan Receivable			—						—						—						23,361
Return of Capital			—						—						—						1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (1)			$	19					$	18
Other Receivables (2)			151						27

(1) Interest income recognized but not yet paid.

(2) Represents amounts due from CP Energy and Spartan to Prospect for reimbursement of expenses paid by Prospect on behalf of CP Energy and Spartan.

Credit Central Loan Company, LLC

Prospect owns 100% of the equity of Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a Consolidated Holding Company. Credit Central Delaware owns 99.01% of the equity of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) (“Credit Central”), with entities owned by Credit Central management owning the remaining equity. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC. Credit Central is a branch-based provider of installment loans.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	3,751					$	3,549					$	7,401					$	6,919
Managerial Assistance (1)			175						175						350						350
Reimbursement of Legal, Tax, etc.(2)			1						—						1						—

(1) No income recognized by Prospect. MA payments were paid from Credit Central to Prospect and subsequently remitted to PA.

(2) Paid from Credit Central to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to Credit Central (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Accreted Original Issue Discount			$	147					$	109					$	284					$	210
Interest Income Capitalized as PIK			1,802						3,438						3,557						6,706

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	40					$	38
Other Receivables (4)			1						1

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from Credit Central to Prospect for reimbursement of expenses paid by Prospect on behalf of Credit Central.

Echelon Transportation LLC (f/k/a Echelon Aviation LLC)

Prospect owns 100% of the membership interests of Echelon Transportation LLC (“Echelon”). Echelon owns 60.7% of the equity of AerLift Leasing Limited (“AerLift”).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	2,756					$	2,404					$	5,457					$	4,742
Managerial Assistance (1)			63						63						125						63
Reimbursement of Legal, Tax, etc.(2)			102						—						102						—

94

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

(1) No income recognized by Prospect. MA payments were paid from Credit Central to Prospect and subsequently remitted to PA.
(2) Paid from Echelon to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to Echelon (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions (3)			$	—					$	525					$	—					$	525
Interest Income Capitalized as PIK			—						—						5,104						4,325

(3) During the six months ended December 31, 2020, Prospect made a follow-on $525 first lien senior secured debt.

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (4)			$	4,643					$	4,290
Other Receivables (5)			1						1

(4) Interest income recognized but not yet paid.

(5) Represents amounts due from Echelon to Prospect for reimbursement of expenses paid by Prospect on behalf of Echelon.

Energy Solutions Holdings Inc.

Prospect owns 100% of the equity of Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings Inc.) (“Energy Solutions”), a Consolidated Holding Company. Energy Solutions owns 100% of each of Change Clean Energy Company, LLC (f/k/a Change Clean Energy Holdings, LLC) (“Change Clean”); Freedom Marine Solutions, LLC (f/k/a Freedom Marine Services Holdings, LLC) (“Freedom Marine”); and Yatesville Coal Company, LLC (f/k/a Yatesville Coal Holdings, LLC) (“Yatesville”). Change Clean owns 100% of each of Change Clean Energy, LLC and Down East Power Company, LLC, and 50.1% of BioChips LLC. Freedom Marine owns 100% of each of Vessel Company, LLC (f/k/a Vessel Holdings, LLC) (“Vessel”); Vessel Company II, LLC (f/k/a Vessel Holdings II, LLC) (“Vessel II”); and Vessel Company III, LLC (f/k/a Vessel Holdings III, LLC) (“Vessel III”). Yatesville owns 100% of North Fork Collieries, LLC.

Energy Solutions owns interests in companies operating in the energy sector. These include companies operating offshore supply vessels, ownership of a non-operating biomass electrical generation plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in gathering and processing business in east Texas.

Transactions between Prospect and Freedom Marine are separately discussed below under “Freedom Marine Solutions, LLC.”

First Tower Finance Company LLC

Prospect owns 100% of the equity of First Tower Holdings of Delaware LLC (“First Tower Delaware”), a Consolidated Holding Company. First Tower Delaware owns 80.1% of First Tower Finance Company LLC (f/k/a First Tower Holdings LLC) (“First Tower Finance”). First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline specialty finance company.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	18,441					$	15,302					$	36,779					$	30,782
Other Income
Structuring Fee			$	—					$	10,000					$	7,234					$	10,000
Total Other Income			$	—					$	10,000					$	7,234					$	10,000
Managerial Assistance (1)			$	600					$	600					$	1,200					$	1,200

(1) No income recognized by Prospect. MA payments were paid from First Tower to Prospect and subsequently remitted to PA.

95

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income Capitalized as PIK			$	3,473					$	—					$	7,250					$	—
Repayment of loan receivable			851						12						1,159						4,899

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (2)			$	202					$	198
Other Receivables (3)			4						1

(2) Interest income recognized but not yet paid.

(3) Represents amounts due from First Tower to Prospect for reimbursement of expenses paid by Prospect on behalf of First Tower.

Freedom Marine Solutions, LLC

As discussed above, Prospect owns 100% of the equity of Energy Solutions, a Consolidated Holding Company. Energy Solutions owns 100% of Freedom Marine. Freedom Marine owns 100% of each of Vessel, Vessel II, and Vessel III.

			As of
			December 31, 2021						June 30, 2021
Other Receivables			$	4					$	1

InterDent, Inc.

During the year ended June 30, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent, Inc. (“InterDent”) and to appoint a new Board of Directors of InterDent, all the members of which are our Investment Adviser’s professionals. As a result, Prospect’s investment in InterDent is classified as a control investment.

Effective September 30, 2020, we restructured our investment in InterDent whereby we contributed 100% of the outstanding aggregate principal amount of our Senior Secured Term Loan C and Senior Secured Term Loan D to the capital of InterDent. The principal contributions were made gross of all previously accrued and unpaid interest paid-in-kind.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	6,605					$	5,786					$	12,933					$	10,723
Managerial Assistance (1)			366						—						366						—
Reimbursement of Legal, Tax, etc.(2)			1,443						—						1,443						—

(1) No income recognized by Prospect. MA payments were paid from InterDent to Prospect and subsequently remitted to PA.
(2) Paid from InterDent to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to InterDent (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions			$	—					$	—					$	7,778					$	—
Interest Income Capitalized as PIK			4,553						4,040						8,971						7,322
Repayment of loan receivable			123						—						246						—

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	73					$	67
Other Receivables (4)			11						11

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from InterDent to Prospect for reimbursement of expenses paid by Prospect on behalf of InterDent.

Kickapoo Ranch Pet Resort

Prospect owns 100% of the membership interest of Kickapoo Ranch Pet Resort (“Kickapoo”). Kickapoo is a luxury pet boarding facility.

			As of
			December 31, 2021						June 30, 2021
Other Receivables (1)			$	7					$	7

(1) Represents amounts due from Kickapoo to Prospect for reimbursement of expenses paid by Prospect on behalf of Kickapoo.

MITY, Inc.

Prospect owns 100% of the equity of MITY Holdings of Delaware Inc. (“MITY Delaware”), a Consolidated Holding Company.

MITY Delaware owns 100% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). MITY owns 100% of each of MITY-Lite, Inc. (“MITY-Lite”); Broda USA, Inc. (f/k/a Broda Enterprises USA, Inc.) (“Broda USA”); and Broda Enterprises ULC (“Broda Canada”). MITY is a designer, manufacturer and seller of multipurpose room furniture and specialty healthcare seating products.

During the three months ended December 31, 2016, Prospect formed a separate legal entity, MITY FSC, Inc., (“MITY FSC”) in which Prospect owns 100% of the equity. MITY FSC does not have material operations. This entity earns commission payments from MITY-Lite based on its sales to foreign customers, and distributes it to its shareholder. We recognize such commission, if any, as other income.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income
Interest Income from MITY-Lite			$	1,820					$	2,416					$	3,577					$	4,789
Interest Income from Broda Canada			—						—						—						—
Total Interest Income			$	1,820					$	2,416					$	3,577					$	4,789
Managerial Assistance (1)			$	—					$	75					$	—					$	150
Reimbursement of Legal, Tax, etc.(2)			10						—						10						—
Realized Gain			3						—						6						—

(1) No income recognized by Prospect. MA payments were paid from MITY to Prospect and subsequently remitted to PA.
(2) Paid from Mity to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to Mity (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income Capitalized as PIK			$	1,669					$	873					$	3,276					$	1,724
Repayment of loan receivable			—						147						—						292

97

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	21					$	19
Other Receivables (4)			4						—

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from MITY to Prospect for reimbursement of expenses paid by Prospect on behalf of MITY.

National Property REIT Corp.

Prospect owns 100% of the equity of NPH Property Holdings, LLC (“NPH”), a consolidated holding company. NPH owns 100% of the common equity of National Property REIT Corp. (“NPRC”).

NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a REIT, NPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or operation of NPRC.

NPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. NPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity (the “JV”). Additionally, through its wholly owned subsidiaries, NPRC invests in online consumer loans and rated secured structured notes (“RSSN”).

Effective October 31, 2019, we amended the terms of our credit agreement to increase our investment in NPRC and its wholly-owned subsidiaries through a new Senior Secured Term Loan C (“TLC”). During the three months ended December 31, 2019, we provided $51,428 and $12,857 in TLC and equity financing, respectively. NPRC used the proceeds to fund purchases of rated secured structured notes.

Effective June 19, 2020, we amended and restated the terms of our credit agreement with NPRC, as part of the amendment we increased our investment through a new Term Loan D secured note in the aggregate principal amount of $183,425 and the proceeds were returned to us as a return of capital, reducing our equity investment in NPRC. We received structuring fees of $3,669 as a result of the amendment.

During the six months ended December 31, 2021, we received partial repayments of $279,882 of our loans previously outstanding with NPRC and provided $112,156 of debt financing and $3,200 of equity financing to NPRC for the acqusition of real estate properties, to fund capital expenditures for existing real estate properties, to provide working capital, to fund purchases of rated secured structured notes, and to support the purchase of high yield corporate debt.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	16,564					$	14,441					$	32,561					$	27,843
Other Income
Structuring Fee			$	1,222					$	1,433					$	1,222					$	1,433
Royalty/Net Interest			10,315						8,939						19,940						17,837
Total Other Income			$	11,537					$	10,372					$	21,162					$	19,270
Managerial Assistance (1)			$	525					$	525					$	1,050					$	1,050
Reimbursement of Legal, Tax, etc.(2)			593						530						2,711						694

(1) No income recognized by Prospect. MA payments were paid from NPRC to Prospect and subsequently remitted to PA.

(2) Paid from NPRC to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to NPRC (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

98

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions			$	105,466					$	83,024					$	115,356					$	121,770
Repayment of loan receivable			245,982						23,421						279,882						38,750

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	42					$	35
Other Receivables (4)			6						3

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from NPRC to Prospect for reimbursement of expenses paid by Prospect on behalf of NPRC.

Nationwide Loan Company LLC

Prospect owns 100% of the membership interests of Nationwide Acceptance Holdings LLC (“Nationwide Holdings”), a Consolidated Holding Company. Nationwide Holdings owns 94.48% of the equity of Nationwide Loan Company LLC (“Nationwide”), with members of Nationwide management owning the remaining 5.52% of the equity.

On March 24, 2020, Prospect received distributions of $1,500 that were paid from Nationwide Holdings to Prospect and were recognized as a return of capital by Prospect.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	1,035					$	1,035					$	2,071					$	2,068
Dividend Income (1)			500						—						1,750						—
Managerial Assistance (2)			100						100						200						200
Reimbursement of Legal, Tax, etc. (3)			9						—						9						—

(1) All dividends were paid from earnings and profits of Nationwide.

(2) No income recognized by Prospect. MA payments were paid from Nationwide to Prospect and subsequently remitted to PA.
(3) Paid from Nationwide to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to Nationwide (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income Capitalized as PIK			$	—					$	—					$	—					$	173

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (4)			$	11					$	11
Other Receivables (5)			5						2

(4) Interest income recognized but not yet paid.

(5) Represents amounts due from Nationwide to Prospect for reimbursement of expenses paid by Prospect on behalf of Nationwide.

99

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

NMMB, Inc.

Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”), a Consolidated Holding Company. NMMB Holdings owns 95.17% and 94.82% of the fully-diluted equity of NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) (“NMMB”) as of December 31, 2021 and June 30, 2021, respectively, with NMMB management owning the remaining equity. NMMB owns 100% of Refuel Agency, Inc. (“Refuel Agency”). Refuel Agency owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). NMMB is an advertising media buying business.

On December 30, 2019, NMMB executed a dividend recapitalization whereby Prospect invested $15,100 of a first lien term loan to repay NMMB’s existing term loan, provide a shareholder distribution, and pay fees and expenses. As part of the recapitalization, Prospect converted its Series A and Series B preferred securities into 92.42% common equity and received a dividend distribution of $2,797.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income
Interest Income from NMMB			$	130					$	134					$	261					$	269
Total Interest Income			$	130					$	134					$	261					$	269
Dividend Income (1)			$	3,046					$	—					$	3,046					$	—
Managerial Assistance (2)			100						100						200						200

(1) All dividends were paid from earnings and profits of NMMB.

(2) No income recognized by Prospect. MA payments were paid from NMMB to Prospect and subsequently remitted to PA.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Repayment of loan receivable
Repayment from NMMB			$	38					$	38					$	76					$	76
Total Repayment of loan receivable (2)			$	38					$	38					$	76					$	76

(2) During the six months ended December 31, 2021 and December 31, 2020, Prospect received partial repayments totaling $76 and $76, respectively, for our Senior Secured Notes outstanding with NMMB, Inc.

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	1					$	1
Other Receivables (4)			1						—

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from NMMB to Prospect for reimbursement of expenses paid by Prospect on behalf of NMMB.

Pacific World Corporation

Prospect owns 100% of the preferred equity of Pacific World Corporation (“Pacific World”), which represents a 99.97% and 99.97% ownership interest of Pacific World as of December 31, 2021 and June 30, 2021, respectively. As a result, Prospect’s investment in Pacific World is classified as a control investment.

Effective June 30, 2020, we restructured our investment in Pacific World whereby we contributed 100% of the outstanding aggregate principal amount of our Senior Secured Term Loan B and all but $39,082 of the outstanding aggregate principal amount of our Senior Secured Term Loan A to the capital of Pacific World. The principal contributions were made gross of all previously accrued and unpaid interest paid-in-kind.

100

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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	1,198					$	1,016					$	2,322					$	2,157
Managerial Assistance			—						—						—						69

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions (1)			$	4,500					$	—					$	6,500					$	—
Interest Income Capitalized as PIK			1,486						631						2,169						1,265

(1) During the six months ended December 31, 2021, Prospect provided $4,000 of debt financing and $2,500 of equity financing to Pacific World to fund working capital needs.

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (2)			$	46					$	36
Other Receivables (3)			96						37

(2) Interest income recognized but not yet paid.

(3) Represents amounts due from Pacific World to Prospect for reimbursement of expenses paid by Prospect on behalf of Pacific World.

R-V Industries, Inc.

Prospect owns 88.27% of the fully-diluted equity of R-V Industries, Inc. (“R-V”), with R-V management owning the remaining 11.73% of the equity. On December 15, 2020 we restructured our $28,622 Senior Subordinated Note with R-V into a $28,622 Senior Secured Note. No realized gain or loss was recorded as a result of the transaction.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	715					$	715					$	1,431					$	1,431
Dividend Income (1)			441						—						441						—
Managerial Assistance (2)			45						45						90						90
Reimbursement of Legal, Tax, etc.(3)			—						—						4						—

(1) All dividends were paid from earnings and profits of R-V.

(2) No income recognized by Prospect. MA payments were paid from R-V to Prospect and subsequently remitted to PA.

(3) Paid from R-V to PA as reimbursement for legal, tax, and portfolio level accounting services provided directly to R-V (No direct income recognized by Prospect, but we were given a credit for these payments as a reduction to the administrative services payable by Prospect to PA).

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	8					$	8
Other Receivables (4)			1						—

(3) Interest income recognized but not yet paid.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

SB Forging Company, Inc.

As of June 30, 2014, Prospect owned 79.53% of the fully-diluted common, 85.76% of the Series A Preferred and 100% of the Series B Preferred equity of ARRM Services, Inc. (f/k/a ARRM Holdings, Inc.) (“ARRM”). ARRM owned 100% of the equity of Ajax Rolled Ring & Machine, LLC (f/k/a Ajax Rolled Ring & Machine, Inc.) (“Ajax”). Ajax forges large seamless steel rings on two forging mills in the company’s York, South Carolina facility. The rings are used in a range of industrial applications, including in construction equipment and power turbines. Ajax also provides machining and other ancillary services.

SB Forging Company II, Inc. (f/k/a Gulf Coast Machine & Supply Company)

Prospect owns 100% of the preferred equity of Gulf Coast Machine & Supply Company (“Gulf Coast”). Gulf Coast is a provider of value-added forging solutions to energy and industrial end markets.

On November 14, 2017, we received proceeds of $1,363 from our insurance carrier related to our investment in Gulfco. The $1,363 reimbursed us for covered third-party legal expenses incurred and expensed in prior periods, for which we recorded the amount received as a reduction to our legal fees for the current period. Prospect Administration also received $1,430 from the insurance carrier related to covered legal services provided by Prospect Administration which was recorded as a reduction of allocation of overhead from Prospect Administration.

In June 2018, SB Forging Company II, Inc. received escrow proceeds of $2,050 related to the sale. The escrow proceeds and $154 of excess cash held at SB Forging Company II, Inc. were subsequently distributed and in connection with the liquidation of our investment, we recorded a realized gain of $2,204 in our Consolidated Statement of Operations during the year ended June 30, 2019.

Universal Turbine Parts, LLC

On December 10, 2018, UTP Holdings Group, Inc. (“UTP Holdings”) purchased all of the voting stock of Universal Turbine Parts, LLC (“UTP”) and appointed a new Board of Directors to UTP Holdings, consisting of three employees of the Investment Advisor. At the time UTP Holdings acquired UTP, UTP Holdings (f/k/a Harbortouch Holdings of Delaware) was a wholly-owned holding company controlled by Prospect and therefore Prospect’s investment in UTP is classified as a control investment.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	593					$	591					$	1,186					$	1,185
Managerial Assistance (1)			3						3						6						6

(1) No income recognized by Prospect. MA payments were paid from UTP to Prospect and subsequently remitted to PA.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Repayment of loan receivable			$	8					$	170					$	16					$	340

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (2)			$	6					$	6
Other Receivables (3)			16						4

(2) Interest income recognized but not yet paid.

(3) Represents amounts due from UTP to Prospect for reimbursement of expenses paid by Prospect on behalf of UTP.

USES Corp.

On June 15, 2016, we provided additional $1,300 debt financing to USES Corp. (“United States Environmental Services” or “USES”) and its subsidiaries in the form of additional Term Loan A debt and, in connection with such Term Loan A debt

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

financing, USES issued to us 99,900 shares of its common stock. On June 29, 2016, we provided additional $2,200 debt financing to USES and its subsidiaries in the form of additional Term Loan A debt and, in connection with such Term Loan A debt financing, USES issued to us 169,062 shares of its common stock. As a result of such debt financing and recapitalization, as of June 29, 2016, we held 268,962 shares of USES common stock representing a 99.96% common equity ownership interest in USES. As such, USES became a controlled company on June 30, 2016.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income			$	51					$	1					$	102					$	1

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Additions (1)			$	—					$	2,000					$	—					$	2,000

(1) During the six months ended December 31, 2020, Prospect provided $2,000 of new Senior Acquisition Term Loan financing to USES to fund company’s equity investment.

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (2)			$	1					$	1
Other Receivables (3)			62						—

(2) Interest income recognized but not yet paid.

(3) Represents amounts due from USES to Prospect for reimbursement of expenses paid by Prospect on behalf of USES.

Valley Electric Company, Inc.

Prospect owns 100% of the common stock of Valley Electric Holdings I, Inc. (“Valley Holdings I”), a Consolidated Holding Company. Valley Holdings I owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), a Consolidated Holding Company. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”), with Valley Electric management owning the remaining 5.01% of the equity. Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”), a leading provider of specialty electrical services in the state of Washington and among the top 50 electrical contractors in the United States.

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Interest Income
Interest Income from Valley			$	280					$	280					$	560					$	560
Interest Income from Valley Electric			1,499						1,499						2,997						2,997
Total Interest Income			$	1,779					$	1,779					$	3,557					$	3,557
Dividend Income (1)			$	1,700					$	2,261					$	1,700					$	2,261
Other Income
Residual Profit Interest			$	166					$	166					$	333					$	333
Total Other Income			$	166					$	166					$	333					$	333
Managerial Assistance (2)			$	150					$	150					$	300					$	300

(1) All dividends were paid from earnings and profits.
(2) No income recognized by Prospect. MA payments were paid from Valley Electric to Prospect and subsequently remitted to PA.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

			Three Months Ended												Six Months Ended
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Repayment of loan receivable			$	—					$	1,061					$	—					$	1,061

			As of
			December 31, 2021						June 30, 2021
Interest Receivable (3)			$	20					$	20
Other Receivables (4)			2						2

(3) Interest income recognized but not yet paid.

(4) Represents amounts due from Valley Electric to Prospect for reimbursement of expenses paid by Prospect on behalf of Valley Electric.

Wolf Energy, LLC

Prospect owns 100% of the equity of Wolf Energy Holdings Inc. (“Wolf Energy Holdings”), a Consolidated Holding Company.

Wolf Energy Holdings owns 100% of each of Appalachian Energy LLC (f/k/a Appalachian Energy Holdings, LLC) (“AEH”);

Coalbed, LLC (“Coalbed”); and Wolf Energy, LLC (“Wolf Energy”). AEH owns 100% of C&S Operating, LLC.

Wolf Energy Holdings is a holding company formed to hold 100% of the outstanding membership interests of each of AEH and

Coalbed. The membership interests and associated operating company debt of AEH and Coalbed, which were previously owned

by Manx Energy, Inc. (“Manx”), were assigned to Wolf Energy Holdings effective June 30, 2012. The purpose of assignment was to remove those activities from Manx deemed non-core by the Manx convertible debt investors who were not interested in funding those operations. On June 30, 2012, AEH and Coalbed loans, with a cost basis of $7,991, were assigned by Prospect to Wolf Energy Holdings from Manx.

In December 2019, Wolf Energy Holdings, Inc. (“Wolf Energy Holdings”), our Consolidated Holding Company that previously owned 100% of Appalachian Energy LLC (“AEH”); Wolf Energy Services Company, LLC (“Wolf Energy Services”); and Wolf Energy, LLC (collectively our previously controlled membership interest and net profit interest investments in “Wolf Energy”), merged with and into CP Energy, with CP Energy continuing as the surviving entity. CP Energy acquired 100% of our equity in Wolf Energy, which is reflected in our valuation of CP Energy common stock as of December 31, 2019. During the six months ended December 31, 2019, the cost basis in Wolf Energy Holdings of $3,914 was transferred to CP Energy.

Note 15. Litigation

From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources.

We are not aware of any material legal proceedings as of December 31, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Note 16. Financial Highlights

The following is a schedule of financial highlights for the six months ended December 31, 2021 and December 31, 2020:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Per Share Data
Net asset value per common share at beginning of period			$	10.12					$	8.40					$	9.81					$	8.18
Net investment income(1)			0.22						0.21						0.43						0.37
Net realized and change in unrealized gains(1)			0.43						0.59						0.77						0.88
Net increase from operations			0.65						0.80						1.20						1.25
Distributions of net investment income to preferred stockholders			(0.02)						—			(4)			(0.03)						—			(4)
Distributions of net investment income to common stockholders			(0.18)			(8)			(0.18)						(0.36)			(8)			(0.33)
Return of Capital to common stockholders			—			(8)			—						—			(8)			(0.03)
Common stock transactions(2)			(0.01)						(0.05)						(0.02)						(0.10)
Offering costs from issuance of preferred stock			—						—			(4)			(0.03)						—			(4)
Reclassification of preferred stock issuance costs(9)			0.03						—						0.03						—
Net asset value per common share at end of period			$	10.60		(5)			$	8.96		(5)			$	10.60					$	8.96		(5)
Per common share market value at end of period			$	8.41					$	5.41					$	8.41					$	5.41
Total return based on market value(3)			11.67		%				11.47		%				4.91		%				13.87		%
Total return based on net asset value(3)			7.10		%				10.55		%				13.09		%				17.81		%
Shares of common stock outstanding at end of period			390,584,255						384,097,645						390,584,255						384,097,645
Weighted average shares of common stock outstanding			389,991,324						381,157,121						389,438,733						378,535,006
Ratios/Supplemental Data
Net assets at end of period			$	4,140,128					$	3,456,520					$	4,140,128					$	3,456,520
Portfolio turnover rate			6.61		%				6.21		%				11.73		%				9.05		%
Annualized ratio of operating expenses to average net assets applicable to common shares(7)			8.89		%				10.94		%				8.98		%				10.90		%
Annualized ratio of net investment income to average net assets applicable to common shares(7)			8.47		%				9.83		%				8.42		%				8.61		%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2021:

			Year Ended June 30,
			2021						2020						2019						2018						2017
Per Share Data
Net asset value per common share at beginning of year			$	8.18					$	9.01					$	9.35					$	9.32					$	9.62
Net investment income(1)			0.75						0.72						0.85						0.79						0.85
Net realized and change in unrealized gains (losses)(1)			1.77						(0.76)						(0.46)						0.04						(0.15)
Net increase (decrease) from operations			2.52						(0.04)						0.39						0.83						0.70
Distributions of net investment income to common stockholders			(0.69)			(6)			(0.49)			(6)			(0.72)						(0.77)						(1.00)
Distributions of net investment income to preferred stockholders			—			(4)			—						—						—						—
Return of capital to common stockholders			(0.03)			(8)			(0.23)			(6)			—						—						—
Common stock transactions(2)			(0.11)						(0.07)						(0.01)						(0.03)						—			(4)
Offering costs from issuance of preferred stock			(0.04)						—						—						—						—
Net asset value per common share at end of year			$	9.81		(5)			$	8.18					$	9.01					$	9.35					$	9.32
Per share market value at end of year			$	8.39					$	5.11					$	6.53					$	6.71					$	8.12
Total return based on market value(3)			85.53		%				(11.35		%)				8.23		%				(7.42		%)				16.80		%
Total return based on net asset value(3)			35.52		%				2.84		%				7.17		%				12.39		%				8.98		%
Shares of common stock outstanding at end of year			388,419,573						373,538,499						367,131,025						364,409,938						360,076,933
Weighted average shares of common stock outstanding			382,705,106						368,094,299						365,984,541						361,456,075						358,841,714
Ratios/Supplemental Data
Net assets at end of year			$	3,945,517					$	3,055,861					$	3,306,275					$	3,407,047					$	3,354,952
Portfolio turnover rate			14.64		%				16.46		%				10.86		%				30.70		%				23.65		%
Ratio of operating expenses to average net assets(7)			9.98		%				11.37		%				11.65		%				11.08		%				11.57		%
Ratio of net investment income to average net assets(7)			8.24		%				8.44		%				9.32		%				8.57		%				8.96		%

(1)Per share data amount is based on the basic weighted average number of common shares outstanding for the year/period presented (except for dividends to stockholders which is based on actual rate per share).

(2)Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in connection with our common stock dividend reinvestment plan, common shares issued to acquire investments, common shares repurchased below net asset value pursuant to our Repurchase Program, and common shares issued pursuant to the Holder Optional Conversion of our 5.50% Preferred Stock.

(3)Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period and assumes that common stock dividends are reinvested in accordance with our common stock dividend reinvestment plan. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in accordance with our common stock dividend reinvestment plan. For periods less than a year, total return is not annualized.

(4)Amount is less than $0.01.

(5)Does not foot due to rounding.

(6)The amounts reflected for the respective fiscal periods were updated based on tax information received subsequent to our Form 10-K filing for the year ended June 30, 2020 and our Form 10-Q filing for September 30, 2020. Certain reclassifications have been made in the presentation of prior period amounts. See Note 2 and Note 12 within the accompanying notes to the consolidated financial statements for further discussion.

(7)The amounts reflected for the respective fiscal periods do not reflect the effect of dividend payments to preferred shareholders.

(8)Not finalized for the respective fiscal period. Refer to Note 12.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

(9)Preferred stock issuance costs include offering costs and underwriting costs related to the issuance of preferred stock. During the three months ended December 31, 2021, we have reclassified all preferred stock issuance costs related to preferred stock issued as temporary equity following our reclassification of preferred stock during the three months ended September 30, 2021. Refer to Note 9 within the accompanying notes to the consolidated financial statements for further discussion.

Note 17. Selected Quarterly Financial Data (Unaudited)

The following table sets forth selected financial data for each quarter within the three years ended June 30, 2022:

						Investment  Income												Net Investment  Income												Net Realized and  Unrealized (Losses) Gains												Net Increase (Decrease) in  Net Assets from Operations Applicable to Common Stockholders
Quarter Ended						Total						Per Share (1)						Total						Per Share (1)						Total						Per Share (1)						Total						Per Share (1)
September 30, 2019						$	161,883					$	0.44					$	71,060					$	0.19					$	(52,995)					$	(0.14)					$	18,065					$	0.05
December 31, 2019						161,917						0.44						67,885						0.18						(79,088)						(0.21)						(11,203)						(0.03)
March 31, 2020						154,501						0.42						68,476						0.19						(254,175)						(0.70)						(185,699)						(0.51)
June 30, 2020						145,229						0.39						58,273						0.16						104,340						0.28						162,613						0.44
September 30, 2020						$	142,880					$	0.38					$	57,545					$	0.15					$	110,201					$	0.30					$	167,746					$	0.45
December 31, 2020						172,292						0.45						81,561						0.21						224,406						0.60						305,921						0.80
March 31, 2021						159,456						0.41						73,402						0.19						173,006						0.45						246,008						0.64
June 30, 2021						157,339						0.41						73,229						0.19						170,457						0.44						242,421						0.62
September 30, 2021						$	169,474					$	0.44					$	81,369					$	0.21					$	130,762					$	0.34					$	209,724					$	0.54
December 31, 2021						$	175,376					0.45						$	85,557					0.22						$	168,056					0.43						$	246,411					0.63

(1)Per share amounts are calculated using the basic weighted average number of common shares outstanding for the period presented and does not reflect the assumed conversion of dilutive securities (basic earnings per common share). The sum of the quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year.

(2)Amount is less than $0.01.

Note 18. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements other than those disclosed below.

On January 20, 2022, we made a new $87,500 First Lien Term Loan investment in Belnick, LLC, an importer and online seller of furniture and furnishings to both commercial and retail customers primarily through long-term e-commerce partnerships.

On January 21, 2022, we increased total commitments of the Revolving Credit Facility to the maximum accordion facility size of $1,500,000.

On February 7, 2022, we made an additional $75,000 Second Lien Term Loan investment in Global Tel*Link Corporation. We expect the additional investment to settle on or about February 11, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

On February 8, 2022, we announced the declaration of monthly dividends for our 5.50% Preferred Stock for holders of record on the following dates based on an annual rate equal to 5.50% of the Stated Value of $25 per share as set forth in the Articles Supplementary for the Preferred Stock, from the date of issuance or, if later from the most recent dividend payment date (the first business day of the month, with no additional dividend accruing in January as a result), as follows:

Monthly Cash 5.50% Preferred Shareholder Distribution			Record Date			Payment Date			Monthly Amount ($ per share), before pro ration for partial periods
March 2022			3/23/2022			4/1/2022			$0.114583
April 2022			4/20/2022			5/2/2022			$0.114583
May 2022			5/18/2022			6/1/2022			$0.114583

On February 8, 2022, we announced the declaration of quarterly dividends for our 5.35% Preferred Stock for holders of record on the following dates based on an annual rate equal to 5.35% of the Stated Value of $25.00 per share as set forth in the Articles Supplementary for the 5.35% Preferred Stock, from the date of issuance or, if later from the most recent dividend payment date, as follows:

Quarterly Cash 5.35% Preferred Shareholder Distribution			Record Date			Payment Date			Amount ($ per share)
February 2022 - April 2022			4/20/2022			5/2/2022			$0.334375

On February 8, 2022, we announced the declaration of monthly dividends on our common stock as follows:

Monthly Cash Common Shareholder Distribution			Record Date			Payment Date			Amount ($ per share)
February 2022			2/24/2022			3/22/2022			$0.0600
March 2022			3/29/2022			4/20/2022			$0.0600
April 2022			4/27/2022			5/19/2022			$0.0600

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

(in thousands, except share and per share data)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(All figures in this item are in thousands except share, per share and other data.)

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part II, “Item 1A. Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.

Overview

The terms “Prospect,” “the Company,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.

Prospect is a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). We were organized on April 13, 2004, and were funded in an initial public offering completed on July 27, 2004.

On May 15, 2007, we formed a wholly owned subsidiary Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly owned subsidiary Prospect Small Business Lending, LLC (“PSBL”) was formed on January 27, 2014, and purchased small business whole loans from online small business loan originators, including On Deck Capital, Inc. (“OnDeck”). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (“PYC”) and effective October 23, 2014, PYC holds a portion of our collateralized loan obligations (“CLOs”), which we also refer to as subordinated structured notes (“SSNs”). Each of these subsidiaries have been consolidated since operations commenced.

We consolidate certain of our wholly owned and substantially wholly owned holding companies formed by us in order to facilitate our investment strategy. The following companies are included in our consolidated financial statements and are collectively referred to as the “Consolidated Holding Companies”: CP Holdings of Delaware LLC (“CP Holdings”); Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”); Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC (“First Tower Delaware”); MITY Holdings of Delaware Inc. (“MITY Delaware”); Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc. (“NMMB Holdings”); NPH Property Holdings, LLC (“NPH”); Prospect Opportunity Holdings I, Inc. (“POHI”); SB Forging Company, Inc. (“SB Forging”); STI Holding, Inc.; UTP Holdings Group Inc. (“UTP Holdings”); Valley Electric Holdings I, Inc. (“Valley Holdings I”); and Valley Electric Holdings II, Inc. (“Valley Holdings II”).

We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration”), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.

Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated secured debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or contracted pro-forma cash flows.

We currently have four primary strategies that guide our origination of investment opportunities: (1) lending to companies, including companies controlled by private equity sponsors and not controlled by private equity sponsors, and including both directly-originated loans and syndicated loans, (2) lending to companies and purchasing controlling equity positions in such companies, including both operating companies and financial services companies, (3) purchasing controlling equity positions and lending to real estate companies, and (4) investing in structured credit. We may also invest in other strategies and opportunities from time to time that we view as attractive. We continue to evaluate other origination strategies in the ordinary course of business with no specific top-down allocation to any single origination strategy.

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Lending to Companies - We make directly-originated, agented loans to companies, including companies which are controlled by private equity sponsors and companies that are not controlled by private equity sponsors (such as companies that are controlled by the management team, the founder, a family or public shareholders). This debt can take the form of first lien, second lien, unitranche or unsecured loans. These loans typically have equity subordinate to our loan position. We may also purchase selected equity co-investments in such companies. In addition to directly-originated, agented loans, we also invest in senior and secured loans syndicated loans and high yield bonds that have been sold to a club or syndicate of buyers, both in the primary and secondary markets. These investments are often purchased with a long term, buy-and-hold outlook, and we often look to provide significant input to the transaction by providing anchoring orders. Historically, this strategy has comprised approximately 40%-60% of our portfolio.

Lending to Companies and Purchasing Controlling Equity Positions in Such Companies - This strategy involves purchasing senior and secured yield-producing debt and controlling equity positions in operating companies across various industries. We believe this strategy provides enhanced certainty of closure to sellers and the opportunity for management to continue on in their current roles. These investments are often structured in tax-efficient partnerships, enhancing returns. Historically, this strategy has comprised approximately 15%-25% of our portfolio.

Purchasing Controlling Equity Positions and Lending to Real Estate Companies - We purchase debt and controlling equity positions in tax-efficient real estate investment trusts (“REIT” or “REITs”). The real estate investments of National Property REIT Corp. (“NPRC”) are in various classes of developed and occupied real estate properties that generate current yields, including multi-family properties, and student housing. NPRC seeks to identify properties that have historically significant occupancy rates and recurring cash flow generation. NPRC generally co-invests with established and experienced property management teams that manage such properties after acquisition. Additionally, NPRC makes investments in rated secured structured notes (primarily debt of structured credit). NPRC also purchases loans originated by certain consumer loan facilitators. It purchases each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers, and the loans are typically serviced by the facilitators of the loans. Historically, this overall investment strategy has comprised approximately 10%-20% of our business.

Investing in Structured Credit - We make investments in structured credit, often taking a significant position in subordinated structured notes (equity) and rated secured structured notes (debt). The underlying portfolio of each structured credit investment is diversified across approximately 100 to 200 broadly syndicated loans and does not have direct exposure to real estate, mortgages, or consumer-based credit assets. The structured credit portfolios in which we invest are managed by established collateral management teams with many years of experience in the industry. Historically, this overall strategy has comprised approximately 10%-20% of our portfolio.

We invest primarily in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. First and second lien secured loans generally are senior debt instruments that rank ahead of unsecured debt of a given portfolio company. These loans also have the benefit of security interests on the assets of the portfolio company, which may rank ahead of or be junior to other security interests. Our investments in structured credit are subordinated to senior loans and are generally unsecured. We invest in debt and equity positions of structured credit which are a form of securitization in which the cash flows of a portfolio of loans are pooled and passed on to different classes of owners in various tranches. Our structured credit investments are derived from portfolios of corporate debt securities which are generally risk rated from BB to B.

We hold many of our control investments in a two-tier structure consisting of a holding company and one or more related operating companies for tax purposes. These holding companies serve various business purposes including concentration of management teams, optimization of third-party borrowing costs, improvement of supplier, customer, and insurance terms, and enhancement of co-investments by the management teams. In these cases, our investment, which is generally equity in the holding company, the holding company’s equity investment in the operating company and any debt from us directly to the operating company structure represents our total exposure for the investment. As of December 31, 2021, as shown in our Consolidated Schedule of Investments, the cost basis and fair value of our investments in controlled companies was $2,364,241 and $3,057,923, respectively. This structure gives rise to several of the risks described in our public documents and highlighted elsewhere in this Quarterly Report. We consolidate all wholly owned and substantially wholly owned holding companies formed by us for the purpose of holding our controlled investments in operating companies. There is no significant effect of consolidating these holding companies as they hold minimal assets other than their investments in the controlled operating companies. Investment company accounting prohibits the consolidation of any operating companies.

On June 11, 2021, at a special meeting of our stockholders, our stockholders authorized us to sell shares of our common stock (during the next 12 months) at a price or prices below our net asset value per share at the time of sale in one or more offerings, subject to certain conditions as set forth in the proxy statement relating to the special meeting (including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale).

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Second Quarter Highlights

Investment Transactions

We seek to be a long-term investor with our portfolio companies. During the three months ended December 31, 2021, we acquired $495,268 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $339,183, funded $5,000 of revolver advances, and recorded PIK interest of $15,922, resulting in gross investment originations of $855,373. During the three months ended December 31, 2021, we received full repayments totaling $179,279, received $52 of revolver paydowns, and received $264,729 in partial prepayments, scheduled principal amortization payments, and return of capital distributions, resulting in net repayments of $444,060.

Debt Issuances and Redemptions

During the three months ended December 31, 2021, we repaid $286 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. In order to replace short maturity debt with longer-term debt, we redeemed $74,006 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 6.03%. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the three months ended December 31, 2021 was $1,743.

During the three months ended December 31, 2021, we issued $32,665 aggregate principal amount of Prospect Capital InterNotes® with a weighted average stated interest rate of 3.26%, to extend our borrowing base. The newly issued notes mature between October 15, 2026 and December 15, 2051 and generated net proceeds of $31,969.

During the three months ended December 31, 2021, we increased total commitments to the Revolving Credit Facility by $20,000 to $1,297,500 in the aggregate.

On October 8, 2021, we commenced a tender offer to purchase for cash any and all of the $81,389 aggregate principal amount of the 6.375% 2024 Notes at a purchase price of $107.75, plus accrued and unpaid interest (“6.375% 2024 Notes October 2021 Tender Offer”). On October 15, 2021, $149 aggregate principal amount of the 6.375% 2024 Notes, representing 0.18% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes October 2021 Tender Offer resulted in our recognizing a loss of $12.

On December 30, 2021, we redeemed $69,170 of the aggregate principal amount of the 2029 Notes. The transaction resulted in our recognizing a loss of $2,044 during the three months ended December 31, 2021. Following the redemption, none of the 2029 Notes remained outstanding.

Equity Issuances

On October 21, 2021, November 18, 2021, and December 23, 2021, we issued 357,734, 346,308, and 365,384 shares of our common stock in connection with the dividend reinvestment plan, respectively.

During the three months ended December 31, 2021, 3,601 shares of our Series A1 Preferred Stock were converted to 10,116 shares of our common stock, in connection with Holder Optional Conversion.

During the three months ended December 31, 2021, we issued 3,642,372 shares of our Series A1 Preferred Stock for net proceeds of $82,744, and 214,935 shares of our Series M1 Preferred Stock for net proceeds of $5,212, each excluding offering costs and preferred stock dividend reinvestment.

Investment Holdings

At December 31, 2021, we have $7,002,846, or 169.1%, of our net assets applicable to common shares invested in 127 long-term portfolio investments and CLOs.

Our annualized current yield was 10.6% and 11.7% as of December 31, 2021 and June 30, 2021, respectively, across all performing interest bearing investments, excluding equity investments and non-accrual loans. Our annualized current yield was 8.1% and 9.2% as of December 31, 2021 and June 30, 2021, respectively, across all investments. Monetization of equity positions that we hold and loans on non-accrual status are not included in this yield calculation. In many of our portfolio companies we hold equity positions, ranging from minority interests to majority stakes, which we expect over time to contribute to our investment returns. Some of these equity positions include features such as contractual minimum internal rates of returns,

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preferred distributions, flip structures and other features expected to generate additional investment returns, as well as contractual protections and preferences over junior equity, in addition to the yield and security offered by our cash flow and collateral debt protections.

We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.

As of December 31, 2021, we own controlling interests in the following portfolio companies: CP Energy Services Inc. (“CP Energy”); Credit Central Loan Company, LLC (“Credit Central”); Echelon Transportation, LLC (“Echelon”); First Tower Finance Company LLC (“First Tower Finance”); Freedom Marine Solutions, LLC (“Freedom Marine”); InterDent, Inc. (“InterDent”); Kickapoo Ranch Pet Resort (“Kickapoo”); MITY, Inc. (“MITY”); NPRC; Nationwide Loan Company LLC (“Nationwide”); NMMB, Inc. (“NMMB”); Pacific World Corporation (“Pacific World”); R-V Industries, Inc. (“R-V”); Universal Turbine Parts, LLC (“UTP”); USES Corp. (“United States Environmental Services” or “USES”); and Valley Electric Company, Inc. (“Valley Electric”). In June 2019, CP Energy purchased a controlling interest of the common equity of Spartan Energy Holdings, Inc. (“Spartan Holdings”), which owns 100% of Spartan Energy Services, LLC (“Spartan”), a portfolio company of Prospect with $16,019 in senior secured term loans (the “Spartan Term Loan A”) due to us as of December 31, 2021. As a result of CP Energy’s purchase, and given Prospect’s controlling interest in CP Energy, we report our investments in Spartan as control investment. Spartan remains the direct borrow and guarantor to Prospect for the Spartan Term Loan A.

As of December 31, 2021, we also own affiliated interests in Nixon, Inc. (“Nixon”), PGX Holdings, Inc. (“PGX”), RGIS Services, LLC, (“RGIS”), and Targus Cayman HoldCo Limited (“Targus”).

The following shows the composition of our investment portfolio by level of control as of December 31, 2021 and June 30, 2021:

			December 31, 2021															June 30, 2021
Level of Control			Cost			% of Portfolio			Fair Value			% of Portfolio						Cost			% of Portfolio			Fair Value			% of Portfolio
Control Investments			2,364,241			36.1		%	$	3,057,923		43.7		%				$	2,482,431		41.0		%	$	2,919,717		47.1		%
Affiliate Investments			238,537			3.6		%	429,954			6.1		%				202,943			3.3		%	356,734			5.8		%
Non-Control/Non-Affiliate Investments			3,938,560			60.3		%	3,514,969			50.2		%				3,372,750			55.7		%	2,925,327			47.1		%
Total Investments			$	6,541,338		100.0		%	$	7,002,846		100.0		%				$	6,058,124		100.0		%	$	6,201,778		100.0		%

The following shows the composition of our investment portfolio by type of investment as of December 31, 2021 and June 30, 2021:

			December 31, 2021															June 30, 2021
Type of Investment			Cost			% of Portfolio			Fair Value			% of Portfolio						Cost			% of Portfolio			Fair Value			% of Portfolio
Revolving Line of Credit			$	37,260		0.6		%	$	37,252		0.5		%				$	27,522		0.5		%	$	27,503		0.4		%
Senior Secured Debt			3,283,057			50.2		%	3,232,137			46.2		%				3,166,861			52.2		%	3,128,845			50.5		%
Subordinated Secured Debt			1,459,195			22.3		%	1,365,465			19.5		%				1,069,767			17.7		%	981,425			15.8		%
Subordinated Unsecured Debt			7,200			0.1		%	5,824			0.1		%				7,200			0.1		%	3,715			0.1		%
Subordinated Structured Notes			1,050,779			16.0		%	744,458			10.6		%				1,090,175			18.0		%	756,109			12.2		%
Preferred Stock			312,759			4.8		%	17,879			0.3		%				308,713			5.1		%	23,056			0.4		%
Common Stock			210,862			3.2		%	1,168,673			16.7		%				207,661			3.4		%	894,819			14.4		%
Membership Interest			180,226			2.8		%	378,906			5.4		%				180,225			3.0		%	349,942			5.6		%
Participating Interest(1)			—			—		%	52,252			0.7		%				—			—		%	36,364			0.6		%
Total Investments			$	6,541,338		100.0		%	$	7,002,846		100.0		%				$	6,058,124		100.0		%	$	6,201,778		100.0		%

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(1)Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests.

The following shows our investments in interest bearing securities by type of investment as of December 31, 2021 and June 30, 2021:

			December 31, 2021															June 30, 2021
Type of Investment			Cost			% of Portfolio			Fair Value			% of Portfolio						Cost			% of Portfolio			Fair Value			% of Portfolio
First Lien			$	3,320,317		56.9		%	$	3,269,389		60.7		%				$	3,194,383		59.7		%	$	3,156,348		64.4		%
1.5 Lien			—			—		%	—			—		%				18,164			0.3		%	18,164			0.4		%
Second Lien			1,455,265			24.9		%	1,361,535			25.3		%				1,047,653			19.5		%	959,311			19.6		%
Third Lien			3,930			0.1		%	3,930			0.1		%				3,950			0.1		%	3,950			0.1		%
Unsecured			7,200			0.1		%	5,824			0.1		%				7,200			0.1		%	3,715			0.1		%
Subordinated Structured Notes			1,050,779			18.0		%	744,458			13.8		%				1,090,175			20.3		%	756,109			15.4		%
Total Interest Bearing Investments			$	5,837,491		100.0		%	$	5,385,136		100.0		%				$	5,361,525		100.0		%	$	4,897,597		100.0		%

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The following shows the composition of our investment portfolio by industry as of December 31, 2021 and June 30, 2021:

			December 31, 2021															June 30, 2021
Industry			Cost			% of Portfolio			Fair Value			% of Portfolio						Cost			% of Portfolio			Fair Value			% of Portfolio
Aerospace & Defense			$	103,248		1.6		%	$	80,005		1.1		%				$	98,144		1.6		%	$	84,240		1.4		%
Air Freight & Logistics			95,000			1.5		%	95,000			1.4		%				12,500			0.2		%	12,500			0.2		%
Auto Components			95,282			1.5		%	96,384			1.4		%				75,323			1.2		%	76,520			1.2		%
Building Products			35,000			0.5		%	35,000			0.5		%				—			—		%	—			—		%
Capital Markets			42,500			0.6		%	42,500			0.6		%				—			—		%	—			—		%
Chemicals			—			—		%	—			—		%				28,745			0.5		%	28,863			0.5		%
Commercial Services & Supplies			379,357			5.8		%	313,395			4.5		%				257,617			4.3		%	196,117			3.3		%
Communications Equipment			59,745			0.9		%	60,302			0.9		%				59,709			1.0		%	58,881			0.9		%
Construction & Engineering			69,935			1.1		%	146,517			2.1		%				69,935			1.2		%	149,695			2.4		%
Consumer Finance			535,873			8.2		%	809,248			11.6		%				531,844			8.8		%	771,601			12.4		%
Distributors			272,834			4.2		%	175,208			2.5		%				272,672			4.5		%	175,768			2.8		%
Diversified Consumer Services			246,807			3.8		%	402,341			5.7		%				211,193			3.5		%	339,633			5.5		%
Diversified Financial Services			30,165			0.5		%	30,165			0.4		%				30,165			0.5		%	30,165			0.5		%
Diversified Telecommunication Services			72,537			1.1		%	73,975			1.1		%				66,333			1.1		%	67,448			1.1		%
Energy Equipment & Services			280,171			4.3		%	87,605			1.3		%				277,227			4.6		%	83,204			1.3		%
Entertainment			30,095			0.5		%	30,350			0.4		%				40,585			0.7		%	40,928			0.7		%
Equity Real Estate Investment Trusts (REITs)			473,985			7.2		%	1,108,598			15.8		%				656,911			10.8		%	1,092,955			17.7		%
Food Products			131,400			2.0		%	131,948			1.9		%				61,409			1.0		%	61,948			1.0		%
Health Care Equipment & Supplies			7,481			0.1		%	7,037			0.1		%				7,478			0.1		%	6,721			0.1		%
Health Care Providers & Services			673,169			10.3		%	823,165			11.8		%				583,369			9.6		%	714,107			11.5		%
Health Care Technology			65,000			1.0		%	65,000			0.9		%				—			—		%	—			—		%
Hotels, Restaurants & Leisure			24,045			0.4		%	23,652			0.3		%				24,502			0.4		%	23,624			0.4		%
Household Durables			35,680			0.5		%	38,489			0.5		%				12,913			0.2		%	15,403			0.2		%
Household Products			21,061			0.3		%	21,061			0.3		%				21,186			0.3		%	21,186			0.3		%
Insurance			21,939			0.3		%	22,280			0.3		%				21,911			0.4		%	22,280			0.4		%
Interactive Media & Services			249,831			3.8		%	249,831			3.6		%				180,127			3.0		%	180,127			2.9		%
Internet & Direct Marketing Retail			59,892			0.9		%	59,949			0.9		%				54,677			0.9		%	56,114			0.9		%
IT Services			278,009			4.3		%	278,312			4.0		%				260,899			4.3		%	261,718			4.3		%
Leisure Products			31,634			0.5		%	31,469			0.4		%				20,242			0.3		%	20,287			0.3		%
Machinery			102,128			1.6		%	118,755			1.7		%				97,853			1.6		%	111,682			1.8		%
Media			101,614			1.6		%	135,255			1.9		%				105,958			1.7		%	107,819			1.7		%
Online Lending			6,600			0.1		%	6,600			0.1		%				6,600			0.1		%	6,600			0.1		%
Paper & Forest Products			15,885			0.2		%	15,203			0.2		%				15,847			0.3		%	15,815			0.3		%
Personal Products			257,914			3.9		%	64,851			0.9		%				249,245			4.1		%	71,097			1.1		%
Professional Services			112,019			1.7		%	111,692			1.6		%				132,015			2.2		%	132,058			2.1		%
Software			52,267			0.8		%	52,500			0.7		%				22,240			0.4		%	22,500			0.4		%
Technology Hardware, Storage & Peripherals			12,439			0.2		%	12,500			0.2		%				12,431			0.2		%	12,500			0.2		%
Textiles, Apparel & Luxury Goods			234,186			3.6		%	266,290			3.8		%				202,312			3.3		%	225,359			3.6		%
Trading Companies & Distributors			65,232			1.0		%	27,356			0.4		%				65,248			1.1		%	27,106			0.4		%
Transportation Infrastructure			—			—		%	—			—		%				30,384			0.5		%	30,900			0.5		%
Subtotal			$	5,381,959		82.4		%	$	6,149,788		87.8		%				$	4,877,749		80.5		%	$	5,355,469		86.4		%
Structured Finance(1)			$	1,159,379		17.6		%	$	853,058		12.2		%				$	1,180,375		19.5		%	$	846,309		13.6		%
Total Investments			$	6,541,338		100.0		%	$	7,002,846		100.0		%				$	6,058,124		100.0		%	$	6,201,778		100.0		%

(1) Our SSN investments do not have industry concentrations and as such have been separated in the tables above. As of December 31, 2021 and June 30, 2021, Structured Finance includes $108,600 and $90,200, respectively, of senior secured debt investments held through our investment in NPRC and its wholly-owned subsidiary.

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Portfolio Investment Activity

Our origination efforts are focused primarily on secured lending to non-control investments to reduce the risk in the portfolio by investing primarily in first lien loans, though we also continue to close select junior debt and equity investments. For information regarding investment activity for the six months ended December 31, 2021 and December 31, 2020 are presented below:

			Six months ended December 31,
			2021						2020
Investments made in new portfolio companies			$	810,424					$	282,515
Follow-on investments made in existing portfolio companies (1)			425,905						200,380
Revolver advances			9,000						2,000
PIK interest			34,712						37,824
Total acquisitions			$	1,280,041					$	522,719
Acquisitions by portfolio composition
1st Lien Term Loan			$	541,452					$	355,892
Subordinated Secured Debt			721,825						138,014
Subordinated Structured Notes			9,518						—
Subordinated Unsecured Debt			—						2,620
Equity			7,246						26,193
Total acquisitions by portfolio composition			$	1,280,041					$	522,719
Investments sold			$	—					$	—
Partial repayments (2)			319,467						95,199
Full repayments			448,509						384,937
Revolver paydowns			84						3,284
Total dispositions			$	768,060					$	483,420
Dispositions by portfolio composition
1st Lien Term Loan			$	490,177					$	233,865
Subordinated Secured Debt			268,477						195,656
Subordinated Unsecured Debt			—						54,880
Subordinated Structured Notes			9,406						—
Equity			—						(981)
Total dispositions by portfolio composition			$	768,060					$	483,420
Weighted average interest rates for new investments by portfolio composition (3)
1st Lien Term Loan			7.61		%				9.55		%
Subordinated Secured Debt			9.30		%				9.38		%

    (1) Includes follow-on investments in existing portfolio companies and refinancings, if any.

    (2) Includes partial prepayments of principal, scheduled amortization payments, impairments, and refinancings, if any.

(3) Weighted average interest rates for new investments by portfolio composition is calculated with the current rate at the end of the period. In addition, Revolving Line of Credit and Delayed Draw Term Loans are excluded from the calculation.

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Investment Valuation

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, management and the independent valuation firm look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. In determining the range of values for debt instruments where market quotations are not available, except CLOs and debt investments in controlling portfolio companies, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow technique was then applied using the appropriate yield to maturity as the discount rate, to determine a range of values. In determining the range of values for debt investments of controlled companies and equity investments, the enterprise value was determined by applying a market approach such as using earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. The enterprise value technique may also be used to value debt investments which are credit impaired. For stressed debt and equity investments, asset recovery analysis was used.

In determining the range of values for our investments in CLOs, the independent valuation firm uses a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which are simulations used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.

With respect to our online consumer and SME lending initiative, we invest primarily in marketplace loans through marketplace lending platforms.  We do not conduct loan origination activities ourselves. Therefore, our ability to purchase consumer and SME loans, and our ability to grow our portfolio of consumer and SME loans, are directly influenced by the business performance and competitiveness of the marketplace loan origination business of the marketplace lending platforms from which we purchase consumer and SME loans. In addition, our ability to analyze the risk-return profile of consumer and SME loans is significantly dependent on the marketplace platforms’ ability to effectively evaluate a borrower’s credit profile and likelihood of default. If we are unable to effectively evaluate borrowers’ credit profiles or the credit decisioning and scoring models implemented by each platform, we may incur unanticipated losses which could adversely impact our operating results.

The Board of Directors looked at several factors in determining where within the range to value the asset including: recent operating and financial trends for the asset, independent ratings obtained from third parties, comparable multiples for recent sales of companies within the industry and discounted cash flow models for our investments in CLOs. The composite of all these various valuation techniques, applied to each investment, was a total valuation of $7,002,846.

Our portfolio companies are generally lower middle-market companies, outside of the financial sector, with less than $100,000 of annual EBITDA. We believe our investment portfolio has experienced less volatility than others because we believe there are more buy and hold investors who own these less liquid investments.

Impact of the novel coronavirus (the “COVID-19”) pandemic

As of December 31, 2021, there remains to be global uncertainty surrounding the COVID-19 pandemic, which has caused severe disruptions in the global economy and has negatively impacted the fair value and performance of certain investments since the pandemic began. For the three months ended December 31, 2021, the aggregate increases in fair value and net unrealized depreciation on investments were driven by the expansion of comparable company trading multiples and/or tightened credit spreads as the level of market volatility generated by the COVID-19 pandemic declined over the three month period. For certain investments in our portfolio, the valuations continue to reflect factors such as specific industry concerns, uncertainty about the duration of business shutdowns and near-term liquidity needs.

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Control Company Investments

Control investments offer increased risk and reward over straight debt investments. Operating results and changes in market multiples can result in dramatic changes in values from quarter to quarter. Significant downturns in operations can further result in our looking to recoveries on sales of assets rather than the enterprise value of the investment. Equity positions in our portfolio are susceptible to potentially significant changes in value, both increases as well as decreases, due to changes in operating results and market multiples. Our controlled companies discussed below experienced such changes and we recorded corresponding fluctuations in valuations during the six months ended December 31, 2021.

First Tower Finance Company LLC

Prospect owns 100% of the equity of First Tower Delaware, a consolidated holding company. First Tower Delaware owns 80.1% of First Tower Finance. First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline specialty finance company.

The fair value of our investment in First Tower increased to $625,097 as of December 31, 2021, representing a premium of $263,152 to its amortized cost basis compared to a fair value of $592,356 as of June 30, 2021, a premium of $236,502 to its amortized cost. The increase in premium to amortized cost was driven by strong financial performance and expansion of comparable company trading multiples.

InterDent, Inc.

During the year ended June 30, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of InterDent and to appoint a new Board of Directors of InterDent, all the members of which are our Investment Adviser’s professionals. As a result, Prospect’s investment in InterDent is classified as a control investment. InterDent is a dental support organization (“DSO”). InterDent provides business and administrative support services to a regionally-diversified set of dental practices so that dentists can focus on delivering high-quality clinical care and patient satisfaction.

The fair value of our investment in InterDent increased to $448,134 as of December 31, 2021, a premium of $148,942 to its amortized cost basis compared to a fair value of $412,339 as of June 30, 2021, a premium of $129,650 to its amortized cost. The increase in premium to amortized cost was driven by increased financial performance.

National Property REIT Corp.

NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. NPRC is held for purposes of investing, operating, financing, leasing, managing and selling a portfolio of real estate assets and engages in any and all other activities that may be necessary, incidental, or convenient to perform the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties, self-storage, and student housing properties. NPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity. Additionally, through its wholly owned subsidiaries, NPRC invests in online consumer loans and RSSNs. As of December 31, 2021, we own 100% of the fully-diluted common equity of NPRC.

During the six months ended December 31, 2021, we received partial repayments of $279,882 of our loans previously outstanding with NPRC and provided $112,156 of debt financing and $3,200 of equity financing to NPRC for the acqusition of real estate properties, to fund capital expenditures for existing real estate properties, to provide working capital, to fund purchases of rated secured structured notes, and to support the purchase of high yield corporate debt.

The online consumer loan investments held by certain of NPRC’s wholly owned subsidiaries are unsecured obligations of individual borrowers that are issued in amounts ranging from $1 to $50, with fixed terms ranging from 36 to 84 months. As of December 31, 2021, the outstanding investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 841 individual loans, residual interest in two securitizations, and one high yield corporate bond, and had an aggregate fair value of $13,272. The average outstanding individual loan balance is approximately $4 and the loans mature on dates ranging from January 1, 2022 to April 19, 2025 with a weighted-average outstanding term of 15 months as of December 31, 2021. Fixed interest rates range from 6.0% to 36.0% with a weighted-average current interest rate of 20.0%. As of December 31, 2021, our investment in NPRC and its wholly-owned subsidiaries relating to online consumer lending had a fair value of $6,600.

As of December 31, 2021, based on outstanding principal balance, 22.5% of the portfolio was invested in super prime loans (borrowers with a Fair Isaac Corporation (“FICO”) score, of 720 or greater), 40.1% of the portfolio in prime loans (borrowers with a FICO score of 660 to 719) and 37.4% of the portfolio in near prime loans (borrowers with a FICO score of 580 to 659, a portion of which are considered sub-prime).

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Loan Type						Outstanding Principal Balance						Fair Value						Interest Rate Range						Weighted Average Interest Rate*
Super Prime						$	739					$	723					7.0% - 20.5%						12.3%
Prime						1,317						1,243						6.0% - 25.0%						18.0%
Near Prime						1,228						1,254						6.0% - 36.0%						26.7%

*Weighted by outstanding principal balance of the online consumer loans.

The rated secured structured note investments held by certain of NPRC’s wholly owned subsidiaries are subordinated debt interests in broadly syndicated loans managed by established collateral management teams with many years of experience in the industry. As of December 31, 2021, the outstanding investment in rated secured structured notes by certain of NPRC’s wholly owned subsidiaries was comprised of 43 investments with a fair value of $237,125 and face value of $246,307. The average outstanding note is approximately $5,728 with an expected maturity date ranging from April 2026 to January 2032 and weighted-average expected maturity of 6 years as of December 31, 2021. Coupons range from three-month LIBOR (“3ML”) plus 5.45% to 9.45% with a weighted-average coupon of 3ML + 7.2%. As of December 31, 2021, our investment in NPRC and its wholly-owned subsidiaries relating to rated secured structured notes had a fair value of $108,600.

As of December 31, 2021, based on outstanding notional balance, 19.6% of the portfolio was invested in Single - B rated tranches and 80.4% of the portfolio in BB rated tranches.

As of December 31, 2021, our investment in NPRC and its wholly-owned subsidiaries had an amortized cost of $589,185 and a fair value of $1,223,798, including our investment in online consumer lending and rated secured structured notes as discussed above. The fair value of $1,108,598 related to NPRC’s real estate portfolio was comprised of forty-three multi-family properties, eight student housing properties and three commercial properties. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by NPRC as of December 31, 2021

No.						Property Name						City						Acquisition Date						Purchase Price						Mortgage Outstanding
1						Filet of Chicken						Forest Park, GA						10/24/2012						$	7,400					$	—
2						Arlington Park Marietta, LLC						Marietta, GA						5/8/2013						14,850						13,495
3						Verandas at Rocky Ridge, LLC						Birmingham, AL						11/15/2013						15,600						18,410
4						Taco Bell, OK						Yukon, OK						6/4/2014						1,719						—
5						Taco Bell, MO						Marshall, MO						6/4/2014						1,405						—
6						Abbie Lakes OH Partners, LLC						Canal Winchester, OH						9/30/2014						12,600						15,212
7						Kengary Way OH Partners, LLC						Reynoldsburg, OH						9/30/2014						11,500						15,377
8						Lakeview Trail OH Partners, LLC						Canal Winchester, OH						9/30/2014						26,500						29,337
9						Lakepoint OH Partners, LLC						Pickerington, OH						9/30/2014						11,000						16,693
10						Sunbury OH Partners, LLC						Columbus, OH						9/30/2014						13,000						16,926
11						Heatherbridge OH Partners, LLC						Blacklick, OH						9/30/2014						18,416						24,203
12						Jefferson Chase OH Partners, LLC						Blacklick, OH						9/30/2014						13,551						18,831
13						Goldenstrand OH Partners, LLC						Hilliard, OH						10/29/2014						7,810						11,482
14						SSIL I, LLC						Aurora, IL						11/5/2015						34,500						25,603
15						Vesper Tuscaloosa, LLC						Tuscaloosa, AL						9/28/2016						54,500						42,929
16						Vesper Iowa City, LLC						Iowa City, IA						9/28/2016						32,750						24,759
17						Vesper Corpus Christi, LLC						Corpus Christi, TX						9/28/2016						14,250						10,771
18						Vesper Campus Quarters, LLC						Corpus Christi, TX						9/28/2016						18,350						14,137
19						Vesper College Station, LLC						College Station, TX						9/28/2016						41,500						31,972
20						Vesper Kennesaw, LLC						Kennesaw, GA						9/28/2016						57,900						50,919
21						Vesper Statesboro, LLC						Statesboro, GA						9/28/2016						7,500						7,480
22						Vesper Manhattan KS, LLC						Manhattan, KS						9/28/2016						23,250						14,679
23						9220 Old Lantern Way, LLC						Laurel, MD						1/30/2017						187,250						153,580
24						7915 Baymeadows Circle Owner, LLC						Jacksonville, FL						10/31/2017						95,700						76,560
25						8025 Baymeadows Circle Owner, LLC						Jacksonville, FL						10/31/2017						15,300						12,240
26						23275 Riverside Drive Owner, LLC						Southfield, MI						11/8/2017						52,000						54,637
27						23741 Pond Road Owner, LLC						Southfield, MI						11/8/2017						16,500						18,954
28						150 Steeplechase Way Owner, LLC						Largo, MD						1/10/2018						44,500						36,668
29						Olentangy Commons Owner LLC						Columbus, OH						6/1/2018						113,000						92,876

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No.						Property Name						City						Acquisition Date						Purchase Price						Mortgage Outstanding
30						Villages of Wildwood Holdings LLC						Fairfield, OH						7/20/2018						46,500						39,525
31						Falling Creek Holdings LLC						Richmond, VA						8/8/2018						25,000						25,374
32						Crown Pointe Passthrough LLC						Danbury, CT						8/30/2018						108,500						89,400
33						Lorring Owner LLC						Forestville, MD						10/30/2018						58,521						47,680
34						Hamptons Apartments Owner, LLC						Beachwood, OH						1/9/2019						96,500						79,520
35						5224 Long Road Holdings, LLC						Orlando, FL						6/28/2019						26,500						21,200
36						Druid Hills Holdings LLC						Atlanta, GA						7/30/2019						96,000						79,104
37						Bel Canto NPRC Parcstone LLC						Fayetteville, NC						10/15/2019						45,000						42,793
38						Bel Canto NPRC Stone Ridge LLC						Fayetteville, NC						10/15/2019						21,900						21,545
39						Sterling Place Holdings LLC						Columbus, OH						10/28/2019						41,500						34,196
40						SPCP Hampton LLC						Dallas, TX						11/2/2020						36,000						27,590
41						Palmetto Creek Holdings LLC						North Charleston, SC						11/10/2020						33,182						25,865
42						Valora at Homewood Holdings LLC						Homewood, AL						11/19/2020						81,250						63,844
43						NPRC Fairburn LLC						Fairburn, GA						12/14/2020						52,140						43,900
44						NPRC Grayson LLC						Grayson, GA						12/14/2020						47,860						40,500
45						NPRC Taylors LLC						Taylors, SC						1/27/2021						18,762						14,075
46						Parkside at Laurel West Owner LLC						Spartanburg, SC						2/26/2021						57,005						42,025
47						Willows at North End Owner LLC						Spartanburg, SC						2/26/2021						23,255						19,000
48						SPCP Edge CL Owner LLC						Webster, TX						3/12/2021						34,000						25,496
49						Jackson Pear Orchard LLC						Ridgeland, MS						6/28/2021						50,900						38,175
50						Jackson Lakeshore Landing LLC						Ridgeland, MS						6/28/2021						22,600						16,950
51						Jackson Reflection Pointe LLC						Flowood, MS						6/28/2021						45,100						31,050
52						Jackson Crosswinds LLC						Pearl, MS						6/28/2021						41,400						33,825
53						Elliot Apartments Norcross, LLC						Norcross, GA						11/30/2021						128,000						98,800
54						Orlando 442 Owner, LLC (West Vue Apartments)						Orlando, FL						12/30/2021						97,500						73,000
																								2,298,976						1,923,162

The fair value of our investment in NPRC increased to $1,223,798 as of December 31, 2021, a premium of $634,613 from its amortized cost basis compared to a fair value of $1,189,755 as of June 30, 2021, representing a premium of $436,044. The increase in premium is primarily driven by compression of capitalization rates and, to a lesser extent, growth in net operating income in our real estate portfolio.

NMMB, Inc.

Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”), a Consolidated Holding Company. NMMB Holdings owns 95.17% and 94.82% of the fully-diluted equity of NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) (“NMMB”) as of December 31, 2021 and June 30, 2021, respectively, with NMMB management owning the remaining equity. NMMB owns 100% of Refuel Agency, Inc. (“Refuel Agency”). Refuel Agency owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). NMMB is an advertising media buying business.

The fair value of our investment in NMMB increased to $78,715 as of December 31, 2021, representing a premium of $61,048 to its amortized cost basis, compared to a fair value of $46,888 as of June 30, 2021, representing a premium of $29,145 to its amortized cost basis. The increase to the premium was driven by strong financial performance.

Pacific World Corporation

On May 29, 2018, Prospect exercised its rights and remedies under its loan documents to exercise the shareholder voting rights in respect of the stock of Pacific World Corporation (“Pacific World”) and to appoint a new Board of Directors of Pacific World. As a result, as of June 30, 2018, Prospect’s investment in Pacific World is classified as a control investment. Pacific World supplies nail and beauty care products to food, drug, mass, and value retail channels worldwide.

The fair value of our investment in Pacific World decreased to $64,851 as of December 31, 2021, a discount of $193,063 to its amortized cost basis, compared to a fair value of $71,097 as of June 30, 2021, representing discount of $178,148 to its amortized cost. The increase in discount to amortized cost resulted from a decline in financial performance.

Our controlled investments, including those discussed above, are valued at $693,682 above their amortized cost as of December 31, 2021.

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Affiliate and Non-Control Company Investments

We hold three affiliate investments at December 31, 2021 with a total fair value of $429,954, a premium of $191,417 from their combined amortized cost, compared to a fair value of $356,734 as of June 30, 2020, representing a $153,791 premium to its amortized cost. The increase in premium is primarily driven by our investment in PGX Holdings, Inc. (“Progrexion”). Progrexion is a consumer credit repair technology and services company. Progrexion is valued at a premium of $153,759 at December 31, 2021 compared to a premium of $126,933 as of June 30, 2021. The increase in Progrexion’s premium to amortized cost was driven by strong financial performance and tightening credit spreads.

With the non-control/non-affiliate investments, generally, there is less volatility related to our total investments because our equity positions tend to be smaller than with our control/affiliate investments, and debt investments are generally not as susceptible to large swings in value as equity investments. For debt investments, the fair value is generally limited on the high side to each loan’s par value, plus any prepayment premium that could be imposed. However, as of December 31, 2021, two of our non-control/ non-affiliate investments, Engine Group, Inc. (“Engine”) and USC are valued at discounts to amortized cost of $27,407 and $97,446, respectively. As of December 31, 2021, our CLO investment portfolio is valued at a $306,321 discount to amortized cost. Excluding Engine, USC, and the CLO investment portfolio, the fair value of our non-control/non-affiliate investments at December 31, 2021 are valued at $7,583 above their amortized cost and did not experience significant changes in operating performance or value.

Our largest non-control/non-affiliate investment is PeopleConnect Holdings, LLC (“PeopleConnect”), which has a fair value equal to its amortized cost basis of $249,831 and represents approximately 6.0% of our Net Asset Value as of December 31, 2021. PeopleConnect is an online information commerce company.

Capitalization

Our investment activities are capital intensive and the availability and cost of capital is a critical component of our business. We capitalize our business with a combination of debt and equity. Our debt as of December 31, 2021 consists of: a Revolving Credit Facility availing us of the ability to borrow debt subject to borrowing base determinations; Convertible Notes which we issued in April 2017 (with a follow-on issuance in May 2018) and March 2019; Public Notes which we issued in March 2013, October 2018, January 2021, May 2021 and September 2021; and Prospect Capital InterNotes® which we issue from time to time. As of December 31, 2021, our equity capital is comprised of common and preferred equity.

The following table shows our outstanding debt as of December 31, 2021.

			Principal Outstanding						Unamortized Discount & Debt Issuance Costs						Net Carrying Value						Fair Value(1)						Effective Interest Rate
Revolving Credit Facility(2)			$	472,608					$	9,869					$	472,608		(3)			$	472,608					1ML+2.05%			(6)
2022 Notes			60,501						222						60,279						61,557			(4)			5.64		%	(7)
2025 Notes			156,168						2,884						153,284						171,785			(4)			6.63		%	(7)
Convertible Notes			216,669												213,563						233,342
6.375% 2024 Notes			81,240						382						80,858						87,785			(4)			6.57		%	(7)
2023 Notes			284,219						1,004						283,215						297,691			(4)			6.07		%	(7)
2026 Notes			400,000						8,055						391,945						407,100			(4)			3.99		%	(7)
3.364% 2026 Notes			300,000						6,656						293,344						299,190			(4)			3.60		%	(7)
3.437% 2028 Notes			300,000						8,745						291,255						288,537			(4)			3.63		%	(7)
Public Notes			1,365,459												1,340,617						1,380,303
Prospect Capital InterNotes®			340,537						7,667						332,870						383,193			(5)			5.94		%	(8)
Total			$	2,395,273											$	2,359,658					$	2,469,446

(1)As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The fair value of these debt obligations are categorized as Level 2 under ASC 820 as of December 31, 2021.

(2)The maximum draw amount of the Revolving Credit facility as of December 31, 2021 is $1,297,500.

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(3)Net Carrying Value excludes deferred financing costs associated with the Revolving Credit Facility. See Critical Accounting Policies and Estimates for accounting policy details.

(4)We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes.

(5)The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates plus spread based on observable market inputs.

(6)Represents the rate on drawn down and outstanding balances. Deferred debt issuance costs are amortized on a straight-line method over the stated life of the obligation.

(7)The effective interest rate is equal to the effect of the stated interest, the accretion of original issue discount and amortization of debt issuance costs.

(8)For the Prospect Capital InterNotes®, the rate presented is the weighted average effective interest rate. Interest expense and deferred debt issuance costs, which are amortized on a straight-line method over the stated life of the obligation which approximates level yield, are weighted against the average year-to-date principal balance.

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of December 31, 2021.

			Payments Due by Period
			Total						Less than 1 Year						1 – 3 Years						3 – 5 Years						After 5 Years
Revolving Credit Facility			$	472,608					$	—					$	—					$	472,608					$	—
Convertible Notes			216,669						60,501						—						156,168						—
Public Notes			1,365,459						—						365,459						700,000						300,000
Prospect Capital InterNotes®			340,537						—						662						62,537						277,338
Total Contractual Obligations			$	2,395,273					$	60,501					$	366,121					$	1,391,313					$	577,338

The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2021:

			Payments Due by Period
			Total						Less than 1 Year						1 – 3 Years						3 – 5 Years						After 5 Years
Revolving Credit Facility			$	356,937					$	—					$	—					$	356,937					$	—
Convertible Notes			267,223						—						111,055						156,168						—
Public Notes			1,134,778						—						365,608						400,000						369,170
Prospect Capital InterNotes®			508,711						—						11,744						51,822						445,145
Total Contractual Obligations			$	2,267,649					$	—					$	488,407					$	964,927					$	814,315

We may from time to time seek to cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. The amounts involved may be material. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including secured debt, unsecured debt and/or debt securities convertible into common stock. Any such purchases or exchanges of outstanding debt would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Historically, we have funded a portion of our cash needs through borrowings from banks, issuances of senior securities, including secured, unsecured and convertible debt securities, or issuances of common equity. For flexibility, we maintain a universal shelf registration statement that allows for the public offering and sale of our debt securities, common stock, preferred stock, subscription rights, and warrants and units to purchase such securities up to an indeterminate amount. We may from time to time issue securities pursuant to the shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.

Each of our Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) are our general, unsecured obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness and will be senior in right of payment to any of our subordinated indebtedness that may be issued in the future. The Unsecured

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Notes are effectively subordinated to our existing secured indebtedness, such as our credit facility, and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of any of our subsidiaries.

Revolving Credit Facility

On August 29, 2014, we renegotiated our previous credit facility and closed an expanded five and a half year revolving credit facility (the “2014 Facility”). The lenders had extended commitments of $885,000 under the 2014 Facility as of June 30, 2018. The 2014 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate. Interest on borrowings under the 2014 Facility was one-month LIBOR plus 225 basis points. Additionally, the lenders charged a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility was drawn or 100 basis points otherwise.

On August 1, 2018, we renegotiated the 2014 Facility and closed an expanded five and a half year revolving credit facility (the “2018 Facility”). The lenders have extended commitments of $1,132,500 as of June 30, 2019. The 2018 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate.

On September 9, 2019, we amended the 2018 Facility and closed an expanded revolving credit facility (the “2019 Facility”). The lenders had extended commitments of $1,077,500 as of March 31, 2021. The 2019 Facility included an accordion feature which allowed commitments to be increased up to $1,500,000 in the aggregate.

On April 28, 2021, we amended the 2019 Facility and closed an expanded five year revolving credit facility (the “2021 Facility” and collectively with the 2014 Facility, the 2018 Facility, and the 2019 Facility, the “Revolving Credit Facility”). The lenders had extended commitments of $1,297,500 as of December 31, 2021. The 2021 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The Revolving Credit Facility matures on April 27, 2026. It includes a revolving period that extends through April 27, 2025, followed by an additional one-year amortization period, with distributions allowed to Prospect after the completion of the revolving period. During such one-year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the one-year amortization period, the remaining balance will become due, if required by the lenders.

The Revolving Credit Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The Revolving Credit Facility also contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, violation of which could result in the early termination of the Revolving Credit Facility. The Revolving Credit Facility also requires the maintenance of a minimum liquidity requirement. As of December 31, 2021, we were in compliance with the applicable covenants.

Interest on borrowings under the 2021 Facility is one-month LIBOR plus 205 basis points. Additionally, the lenders charge a fee on the unused portion of the credit facility equal to either 40 basis points if more than 60% of the credit facility is drawn, or 70 basis points if more than 35% and an amount less than or equal to 60% of the credit facility is drawn, or 150 basis points if an amount less than or equal to 35% of the credit facility is drawn. The 2021 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.

For the six months ended December 31, 2021 and December 31, 2020, the average stated interest rate (i.e., rate in effect plus the spread) and average outstanding borrowings for the Revolving Credit Facility were as follows:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Average stated interest rate			2.14%						2.35%						2.13%						2.36%
Average outstanding balance			$468,063						$379,027						$452,422						$378,070

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As of December 31, 2021 and June 30, 2021, we had $726,309 and $640,853, respectively, available to us for borrowing under the Revolving Credit Facility, net of $472,608 and $356,937 outstanding borrowings as of the respective balance sheet dates. As of December 31, 2021, the investments, including cash and cash equivalents, used as collateral for the Revolving Credit Facility had an aggregate fair value of $2,068,703, which represents 29.4% of our total investments, including cash and cash equivalents. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and, as such, these investments are not available to our general creditors. As additional eligible investments are transferred to PCF and pledged under the Revolving Credit Facility, PCF will generate additional availability up to the current commitment amount of $1,297,500. The release of any assets from PCF requires the approval of the facility agent.

In connection with the origination and amendments of the Revolving Credit Facility, we incurred $16,019 of new fees and $7,509 were carried over from the previous facilities, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of December 31, 2021, $9,869 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $5,133 and $4,630, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $9,702 and $9,263, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.

Convertible Notes

On April 11, 2017, we issued $225,000 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Original 2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Original 2022 Notes bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2017. Total proceeds from the issuance of the Original 2022 Notes, net of underwriting discounts and offering costs, were $218,010. On May 18, 2018, we issued an additional $103,500 aggregate principal amount of convertible notes that mature on July 15, 2022 (the “Additional 2022 Notes,” and together with the Original 2022 Notes, the “2022 Notes”), unless previously converted or repurchased in accordance with their terms. The Additional 2022 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2022 Notes and bear interest at a rate of 4.95% per year, payable semi-annually on January 15 and July 15 each year, beginning July 15, 2018. Total proceeds from the issuance of the Additional 2022 Notes, net of underwriting discounts and offering costs, were $100,749.

On October 18, 2019, we repurchased $22,941 aggregate principal amount of the 2022 Notes at a price of $102.8 including commissions. As a result of this transaction, we recorded a loss of $1,072 in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs. On November 7, 2019, we commenced a tender offer to purchase for cash up to $50,000 aggregate principal amount of the 2022 Notes (“2022 Notes November Tender Offer”). On December 7, 2019, $13,432 aggregate principal amount of the 2022 Notes, representing 4.4% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes November Tender Offer resulted in our recognizing a loss of $599, in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs.

On December 23, 2019, we commenced a tender offer to purchase for cash up to $25,000 aggregate principal amount of the 2022 Notes (“2022 Notes December Tender Offer”). On January 22, 2020, $1,302 aggregate principal amount of the 2022 Notes, representing 0.5% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes December Tender Offer resulted in our recognizing a loss of $51 during the three months ended March 31, 2020. During the three months ended March 31, 2020, we repurchased an additional $32,585 aggregate principal amount of the 2022 Notes at a weighted average price of $89.1 including commissions. As a result of this transaction, we recorded a gain of $3,045, in the amount of the difference between the reacquisition price and the net carrying amount of the 2022 Notes, net of the proportionate amount of unamortized debt issuance costs.

On July 23, 2020, we commenced a tender offer to purchase for cash up to $100,000 aggregate principal amount of the 2022 Notes (“2022 Notes July Tender Offer”). On August 19, 2020, $29,420 aggregate principal amount of the 2022 Notes, representing 11.4% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes July Tender Offer resulted in our recognizing a loss of $396 during the three months ended September 30, 2020.

On September 3, 2020, we commenced a tender offer to purchase for cash up to $228,820 aggregate principal amount of the 2022 Notes at the purchase price of $101.00, plus accrued and unpaid interest (“2022 Notes September Tender Offer”). On October 1, 2020, $6,035 aggregate principal amount of the 2022 Notes, representing 2.64% of the previously outstanding 2022 Notes, were validly tendered and accepted. On October 19, 2020, we commenced a tender offer to purchase for cash any and all

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of the $222,785 aggregate principal amount outstanding of the 2022 Notes at the purchase price of $102.625, plus accrued and unpaid interest (“2022 Notes October Tender Offer”). On November 16, 2020, $59,863 aggregate principal amount of the 2022 Notes, representing 26.87% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes September Tender Offer and the 2022 Notes October Tender Offer resulted in our recognizing a loss of $2,433 during the three months ended December 31, 2020.

On December 16, 2020, we commenced a tender offer to purchase for cash any and all of the $162,922 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $103.50, plus accrued and unpaid interest (“2022 Notes December 2020 Tender Offer”). On January 15, 2021, $26,694 aggregate principal amount of the 2022 Notes, representing 16.38% of the previously outstanding 2022 Notes, were validly tendered and accepted. On February 1, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $103.00, plus accrued and unpaid interest (“2022 Notes February 2021 Tender Offer”). On March 2, 2021, $25,123 aggregate principal amount of the 2022 Notes, representing 18.44% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes December 2020 Tender Offer and the 2022 Notes February 2021 Tender Offer resulted in our recognizing a loss of $2,225 during the three months ended March 31, 2021.

On March 16, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $102.00, plus accrued and unpaid interest (“2022 Notes March 2021 Tender Offer”). On April 13, 2021, $50 aggregate principal amount of the 2022 Notes, representing 0.05% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes March 2021 Tender Offer resulted in our recognizing a loss of $1.

On August 26, 2021, we commenced a tender offer to purchase for cash up to $60,000 aggregate principal outstanding amount of the 2022 Notes at the purchase price of $102.50, plus accrued and unpaid interest (“2022 Notes August 2021 Tender Offer”). On September 24, 2021, $50,554 aggregate principal amount of the 2022 Notes, representing 45.52% of the previously outstanding 2022 Notes, were validly tendered and accepted. The 2022 Notes August 2021 Tender Offer resulted in our recognizing a loss of $1,584. As of December 31, 2021, the outstanding aggregate principal amount of the 2022 Notes is $60,501.

On March 1, 2019, we issued $175,000 aggregate principal amount of senior convertible notes that mature on March 1, 2025 (the “2025 Notes”), unless previously converted or repurchased in accordance with their terms. We granted the underwriters a 13-day over-allotment option to purchase up to an additional $26,250 aggregate principal amount of the 2025 Notes. The underwriters fully exercised the over-allotment option on March 11, 2019 and we issued $26,250 aggregate principal amount of 2025 Notes at settlement on March 13, 2019. The 2025 Notes bear interest at a rate of 6.375% per year, payable semi-annually on March 1 and September 1 each year, beginning September 1, 2019. Total proceeds from the issuance of the 2025 Notes, net of underwriting discounts and offering costs, were $198,674.

On December 28, 2020, we commenced a tender offer to purchase for cash up to $20,000 aggregate principal amount of the 2025 Notes at the purchase price of $111.00, plus accrued and unpaid interest (“2025 Notes December 2020 Tender Offer”). On January 27, 2021, $20,000 aggregate principal amount of the 2025 Notes, representing 9.94% of the previously outstanding 2025 Notes, were validly tendered and accepted. The 2025 Notes December 2020 Tender Offer resulted in our recognizing a loss of $2,676 during the three months ended March 31, 2021. On February 16, 2021, we repurchased an additional $25,082 aggregate principal amount of the 2025 Notes, representing 13.84% of the previously outstanding 2025 Notes, at a price of $107.50, including commissions. As a result of this transaction, we recorded a loss of $2,466, in the amount of the difference between the reacquisition price and the net carrying amount of the 2025 Notes, net of the proportionate amount of unamortized debt issuance costs. As of December 31, 2021, the outstanding aggregate principal amount of the 2025 Notes is $156,168.

Certain key terms related to the convertible features for the 2022 Notes, and the 2025 Notes (collectively, the “Convertible Notes”) are listed below.

									2022 Notes						2025 Notes
Initial conversion rate(1)									100.2305						110.7420
Initial conversion price									$	9.98					$	9.03
Conversion rate at December 31, 2021(1)(2)									100.2305						110.7420
Conversion price at December 31, 2021(2)(3)									$	9.98					$	9.03
Last conversion price calculation date									4/11/2021						3/1/2021
Dividend threshold amount (per share)(4)									$	0.083330					$	0.060000

(1)Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted. 

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(2)Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.

(3)The conversion price will increase only if the current monthly dividends (per share) exceed the dividend threshold amount (per share).

(4)The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. Current dividend rates are at or below the minimum dividend threshold amount for further conversion rate adjustments for all bonds.

Interest accrues from the date of the original issuance of the Convertible Notes or from the most recent date to which interest has been paid or duly provided. Upon conversion, the holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Notes. If a holder converts the Convertible Notes after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive shares of our common stock based on the conversion formula described above, a cash payment representing accrued and unpaid interest through the record date in the normal course and a separate cash payment representing accrued and unpaid interest from the record date to the conversion date.

No holder of Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. We will not issue any shares in connection with the conversion or redemption of the Convertible Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.

Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the foregoing amounts) on such Convertible Notes through and including the maturity date.

In connection with the issuance of the Convertible Notes, we recorded a discount of $3,369 and debt issuance costs of $9,035 which are being amortized over the terms of the Convertible Notes. As of December 31, 2021, $1,775 of the original issue discount and $1,331 of the debt issuance costs remain to be amortized and is included as a reduction within Convertible Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $3,547 and $6,170, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $7,782 and $13,035, respectively, of interest costs and amortization of financing costs on the Covertible Notes as interest expense.

Public Notes

On March 15, 2013, we issued $250,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “Original 2023 Notes”). The Original 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2013. Total proceeds from the issuance of the Original 2023 Notes, net of underwriting discounts and offering costs, were $243,641. On June 20, 2018, we issued an additional $70,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “Additional 2023 Notes”, and together with the Original 2023 Notes, the “2023 Notes”). The Additional 2023 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2023 Notes and bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2018. Total proceeds from the issuance of the Additional 2023 Notes, net of underwriting discounts, were $69,403.

On November 17, 2020, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 2023 Notes at the purchase price of $105.00, plus accrued and unpaid interest (“2023 Notes November Tender Offer”). On December 15, 2020, $36,644 aggregate principal amount of the 2023 Notes were tendered, of which, $30,000 aggregate principal amount, representing 9.38% of the previously outstanding 2023 Notes, were validly accepted pursuant to the applicable 2023 Notes November Tender Offer (applying a proration factor of approximately 82.27%). The 2023 Notes November Tender Offer resulted in our recognizing a loss of $1,694 during the three months ended December 31, 2020.

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On March 9, 2021, we commenced a tender offer to purchase for cash any and all of the $290,000 aggregate principal amount of the 2023 Notes at the purchase price of $104.25, plus accrued and unpaid interest (“2023 Notes March 9, 2021 Tender Offer”). On March 15, 2021, $4,219 aggregate principal amount of the 2023 Notes were tendered, representing 1.45% of the previously outstanding 2023 Notes. On March 23, 2021, we commenced a tender offer to purchase for cash any and all of the $285,781 aggregate principal amount of the 2023 Notes at the purchase price of $104.20, plus accrued and unpaid interest (“2023 Notes March 23, 2021 Tender Offer”). On March 29, 2021, $726 aggregate principal amount of the 2023 Notes were tendered, representing 0.25% of the previously outstanding 2023 Notes. The 2023 Notes March 9, 2021 Tender Offer and the 2023 Notes March 23, 2021 Tender Offer resulted in our recognizing a loss of $234 during the three months ended March 31, 2021.

On April 7, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 2023 Notes at the purchase price of $104.15, plus accrued and unpaid interest (“2023 Notes April 2021 Tender Offer”). On May 4, 2021, $836 aggregate principal amount of the 2023 Notes were tendered, representing 0.29% of the previously outstanding 2023 Notes. The 2023 Notes April 2021 Tender Offer resulted in our recognizing a loss of $43 during the three months ended June 30, 2021. As of December 31, 2021, the outstanding aggregate principal amount of the 2023 Notes is $284,219.

On December 10, 2015, we issued $160,000 aggregate principal amount of unsecured notes that mature on June 15, 2024 (the “2024 Notes”). The 2024 Notes bore interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2016. Total proceeds from the issuance of the 2024 Notes, net of underwriting discounts and offering costs, were $155,043. On June 16, 2016, we entered into an at-the-market (“ATM”) program with FBR Capital Markets & Co., through which we could sell, by means of ATM offerings, from time to time, up to $100,000 in aggregate principal amount of our existing 2024 Notes (“Initial 2024 Notes ATM”). Following the Initial 2024 Notes ATM, the aggregate principal amount of the 2024 Notes issued was $199,281 for net proceeds of $193,253, after commissions and offering costs. On July 2, 2018, we entered into a second ATM program with B. Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of the 2024 Notes (“Second 2024 Notes ATM”). Prior to the February 2021 full redemption discussed below, the 2024 Notes were listed on the New York Stock Exchange (“NYSE”) and traded thereon under the ticker “PBB”.

During the year ended June 30, 2019, we issued an additional $35,162 aggregate principal amount under the Second 2024 Notes ATM, for net proceeds of $34,855, after commissions and offering costs. On March 20, 2020, we commenced a tender offer to purchase for cash any and all of the $234,443 aggregate principal amount of the 2024 Notes (“2024 Notes March Tender Offer”). On March 31, 2020, $655 aggregate principal amount of the 2024 Notes, representing 0.3% of the previously outstanding 2024 Notes, were validly tendered and accepted. The 2024 Notes March Tender Offer resulted in our recognizing a gain of $203 during the three months ended March 31, 2020.

On February 16, 2021, we redeemed $233,788 of the aggregate principal amount of the 2024 Notes. The transaction resulted in our recognizing a loss of $3,391 during the three months ended March 31, 2021. Following the redemption, none of the 2024 Notes remained outstanding.

On June 7, 2018, we issued $55,000 aggregate principal amount of unsecured notes that mature on June 15, 2028 (the “2028 Notes”). The 2028 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning September 15, 2018. Total proceeds from the issuance of the 2028 Notes, net of underwriting discounts and offering costs were $53,119. On July 2, 2018, we entered into an ATM program with B. Riley FBR, Inc. and BB&T Capital Markets, and on August 31, 2018 with Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2028 Notes (“2028 Notes ATM” or “2028 Notes Follow-on Program”). The 2028 Notes are listed on the NYSE and trade thereon under the ticker “PBY.” During the year ended June 30, 2019, we issued an additional $15,761 aggregate principal amount under the 2028 Notes ATM, for net proceeds of $15,530, after commissions and offering costs.

On June 15, 2021, we redeemed $70,761 of the aggregate principal amount of the 2028 Notes. The transaction resulted in our recognizing a loss of $1,934 during the three months ended June 30, 2021. Following the redemption, none of the 2028 Notes remained outstanding.

On October 1, 2018, we issued $100,000 aggregate principal amount of unsecured notes that mature on January 15, 2024 (the “6.375% 2024 Notes”). The 6.375% 2024 Notes bear interest at a rate of 6.375% per year, payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2019. Total proceeds from the issuance of the 6.375% 2024 Notes, net of underwriting discounts and offering costs, were $98,985.

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On November 17, 2020, we commenced a tender offer to purchase for cash up to $10,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $108.00, plus accrued and unpaid interest (“6.375% 2024 Notes November Tender Offer”). On December 15, 2020, $11,848 aggregate principal amount of the 6.375% 2024 Notes were tendered, of which, $10,000 aggregate principal amount, representing 10% of the previously outstanding 6.375% 2024 Notes, were validly accepted pursuant to the applicable 6.375% 2024 Notes Tender Offer (applying a proration factor of approximately 84.56%). The 6.375% 2024 Notes November Tender Offer resulted in our recognizing a loss of $866 during the three months ended December 31, 2020.

On March 2, 2021, we commenced a tender offer to purchase for cash any and all of the $90,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $109.00, plus accrued and unpaid interest (“6.375% 2024 Notes March 2, 2021 Tender Offer”). On March 8, 2021, $7,738 aggregate principal amount of the 6.375% 2024 Notes, representing 8.60% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. On March 16, 2021, we commenced a tender offer to purchase for cash any and all of the $82,262 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $108.75, plus accrued and unpaid interest (“6.375% 2024 Notes March 16, 2021 Tender Offer”). On March 22, 2021, $647 aggregate principal amount of the 6.375% 2024 Notes, representing 0.79% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes March 2, 2021 Tender Offer and the 6.375% 2024 Notes March 16, 2021 Tender Offer resulted in our recognizing a loss of $806 during the three months ended March 31, 2021.

On April 7, 2021, we commenced a tender offer to purchase for cash up to $30,000 aggregate principal amount of the 6.375% 2024 Notes at the purchase price of $107.50, plus accrued and unpaid interest (“6.375% 2024 Notes April 2021 Tender Offer”). On May 4, 2021, $226 aggregate principal amount of the 6.375% 2024 notes, representing 0.28% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes April 2021 Tender Offer resulted in our recognizing a loss of $18 during the three months ended June 30, 2021.

On October 8, 2021, we commenced a tender offer to purchase for cash any and all of the $81,389 aggregate principal amount of the 6.375% 2024 Notes at a purchase price of $107.75, plus accrued and unpaid interest (“6.375% 2024 Notes October 2021 Tender Offer”). On October 15, 2021, $149 aggregate principal amount of the 6.375% 2024 Notes, representing 0.18% of the previously outstanding 6.375% 2024 Notes, were validly tendered and accepted. The 6.375% 2024 Notes October 2021 Tender Offer resulted in our recognizing a loss of $12. As of December 31, 2021, the outstanding aggregate principal amount of the 6.375% 2024 Notes is $81,240.

On December 5, 2018, we issued $50,000 aggregate principal amount of unsecured notes that mature on June 15, 2029 (the “2029 Notes”). The 2029 Notes bear interest at a rate of 6.875% per year, payable quarterly on March 15, June 15, September 15, and December 15 of each year, beginning March 15, 2019. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts and offering costs, were $48,057. On February 9, 2019, we entered into an ATM program with B. Riley FBR, Inc., BB&T Capital Markets, and Comerica Securities, Inc., through which we could sell, by means of ATM offerings, up to $100,000 in aggregate principal amount of our existing 2029 Notes (“2029 Notes ATM” or “2029 Notes Follow-on Program”). The 2029 Notes are listed on the NYSE and trade thereon under the ticker “PBC.” During the year ended June 30, 2019, we issued an additional $19,170 aggregate principal amount under the 2029 Notes ATM, for net proceeds of $18,523, after commissions and offering costs. On December 30, 2021, we redeemed $69,170 of the aggregate principal amount of the 2029 Notes. The transaction resulted in our recognizing a loss of $2,044 during the three months ended December 31, 2021. Following the redemption, none of the 2029 Notes remained outstanding.

On January 22, 2021, we issued $325,000 aggregate principal amount of unsecured notes that mature on January 22, 2026 (the “Original 2026 Notes”). The Original 2026 Notes bear interest at a rate of 3.706% per year, payable semi-annually on July 22, and January 22 of each year, beginning on July 22, 2021. Total proceeds from the issuance of the 2026 Notes, net of underwriting discounts and offering costs, were $317,720. On February 19, 2021, we issued an additional $75,000 aggregate principal amount of unsecured notes that mature on January 22, 2026 (the “Additional 2026 Notes”, and together with the Original 2026 Notes, the “2026 Notes”). The Additional 2026 Notes were a further issuance of, and are fully fungible and rank equally in right of payment with, the Original 2026 Notes and bear interest at a rate of 3.706% per year, payable semi-annually on July 22 and January 22 of each year, beginning July 22, 2021. Total proceeds from the issuance of the Additional 2026 Notes, net of underwriting discounts and offering costs, were $74,061. As of December 31, 2021, the outstanding aggregate principal amount of the 2026 Notes is $400,000.

On May 27, 2021, we issued $300,000 aggregate principal amount of unsecured notes that mature on November 15, 2026 (the “3.364% 2026 Notes”). The 3.364% 2026 Notes bear interest at a rate of 3.364% per year, payable semi-annually on November 15, and May 15 of each year, beginning on November 15, 2021. Total proceeds from the issuance of the 3.364% 2026 Notes, net of underwriting discounts and offering costs, were $293,283. As of December 31, 2021, the outstanding aggregate principal amount of the 3.364% 2026 Notes is $300,000.

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On September 30, 2021, we issued $300,000 aggregate principal amount of unsecured notes that mature on October 15, 2028 (the “3.437% 2028 Notes”). The 3.437% 2028 Notes bear interest at a rate of 3.437% per year, payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2022. Total proceeds from the issuance of the 3.437% 2028 Notes, net of underwriting discounts and offering costs, were $291,798. As of December 31, 2021, the outstanding aggregate principal amount of the 3.437% 2028 Notes is $300,000.

The 2023 Notes, the 6.375% 2024 Notes, the 2026 Notes, the 3.364% 2026 Notes, and the 3.437% 2028 Notes (collectively, the “Public Notes”) are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding.

In connection with the issuance of the Public Notes we recorded a discount of $15,802 and debt issuance costs of $17,770, which are being amortized over the term of the notes. As of December 31, 2021, $12,467 of the original issue discount and $12,375 of the debt issuance costs remain to be amortized and are included as a reduction within Public Notes on the Consolidated Statement of Assets and Liabilities.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $16,822 and $12,719, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $30,754 and $25,562, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense.

Prospect Capital InterNotes®

On February 16, 2012, we entered into a selling agent agreement (the “Original Selling Agent Agreement”) with InspereX LLC (formerly known as “Incapital LLC”), as purchasing agent for our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes®, which was increased to $1,500,000 in May 2014. On May 10, 2019, the Original Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “May 2019 Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $1,000,000 of Prospect Capital InterNotes®.

On September 16, 2019, the May 2019 Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “September 2019 Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes®. We sold approximately $1,700,000 in aggregate principal amount of Prospect Capital InterNotes® under the Original Selling Agent Agreement, May 2019 Selling Agent Agreement, and September 2019 Selling Agent Agreement (collectively the “Previous Selling Agent Agreements”).

On February 13, 2020, the September 2019 Selling Agent Agreement was terminated, and we entered into a new selling agent agreement with InspereX LLC (the “Selling Agent Agreement”), authorizing the issuance and sale from time to time of up to $1,000,000 of Prospect Capital InterNotes® (collectively with the previously authorized selling agent agreements, the “InterNotes® Offerings”). Additional agents may be appointed by us from time to time in connection with the InterNotes® Offering and become parties to the Selling Agent Agreement. We have, from time to time, repurchased certain notes issued through the InterNotes® Offerings and, therefore, as of December 31, 2021, $340,537 aggregate principal amount of Prospect Capital InterNotes® were outstanding.

These notes are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding. Each series of notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve months from the original date of issuance.

During the six months ended December 31, 2021, we issued $120,322 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $117,442. These notes were issued with stated interest rates ranging from 2.25% to 4.25% with a weighted average interest rate of 3.32%. These notes mature between July 15, 2026 and December 15, 2051.

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The following table summarizes the Prospect Capital InterNotes® issued during the six months ended December 31, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
5						$	32,244					2.25% – 3.25%						2.63%						July 15, 2026 – December 15, 2026
7						20,018						2.75% – 3.50%						2.99%						July 15, 2028 – December 15, 2028
10						20,045						3.15% – 3.75%						3.30%						July 15, 2031 – December 15, 2031
12						2,422						3.70%						3.70%						July 15, 2033
15						14,098						3.50% – 4.00%						3.80%						July 15, 2036 – December 15, 2036
30						31,495						4.00% – 4.25%						4.01%						July 15, 2051 – December 15, 2051
						$	120,322

During the six months ended December 31, 2020, we issued $81,467 aggregate principal amount of our Prospect Capital InterNotes® for net proceeds of $80,203. These notes were issued with stated interest rates ranging from 4.25% to 6.00% with a weighted average interest rate of 5.12%. These notes mature between July 15, 2025 and December 15, 2030 .

The following table summarizes the Prospect Capital InterNotes® issued during the six months ended December 31, 2020:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
5						$	49,426					4.25% – 5.50%						4.99%						July 15, 2025 – December 15, 2025
7						13,064						4.50% – 5.75%						5.18%						July 15, 2027 – December 15, 2027
10						18,977						4.75% – 6.00%						5.40%						July 15, 2030 – December 15, 2030
						$	81,467

During the six months ended December 31, 2021, we repaid $957 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. In order to replace short maturity debt with longer-term debt, we redeemed $287,539 aggregate principal amount of Prospect Capital InterNotes® at par with a weighted average interest rate of 5.34%. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the six months ended December 31, 2021 was $5,462.

The following table summarizes the Prospect Capital InterNotes® outstanding as of December 31, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
3						$	662					1.50%						1.50%						January 15, 2024
5						62,537						2.25% – 3.25%						2.81%						January 15, 2026 – December 15, 2026
6						15,107						3.00%						3.00%						June 15, 2027 – July 15, 2027
7						28,341						2.75% – 4.00%						3.15%						January 15, 2028 – December 15, 2028
8						3,511						3.40% – 3.50%						3.45%						June 15, 2029 – July 15, 2029
10						74,926						3.15% – 4.50%						3.84%						August 15, 2029 – December 15, 2031
12						15,066						3.70% – 4.00%						3.95%						June 15, 2033 – July 15, 2033
15						14,978						3.50% – 6.00%						3.93%						August 15, 2028 – December 15, 2036
18						6,509						4.50% – 6.25%						5.50%						January 15, 2031 – August 15, 2031
20						2,482						5.75% – 6.00%						5.84%						November 15, 2032 – September 15, 2033
25						21,611						6.25% – 6.50%						6.41%						August 15, 2038 – May 15, 2039
30						94,807						4.00% – 6.75%						5.52%						November 15, 2042 – December 15, 2051
						$	340,537

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During the six months ended December 31, 2020, we repaid $2,689 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the six months ended December 31, 2020 was $69.

The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2021:

Tenor at Origination (in years)						Principal Amount						Interest Rate Range						Weighted Average Interest Rate						Maturity Date Range
3						$	662					1.50%						1.50%						January 15, 2024
5						46,968						3.00% – 4.25%						3.28%						August 15, 2024 – May 15, 2026
6						15,107						3.00%						3.00%						June 15, 2027 – July 15, 2027
7						59,729						3.25% – 5.75%						4.31%						July 15, 2024 – May 15, 2028
8						3,511						3.40% – 3.50%						3.45%						June 15, 2029 – July 15, 2029
10						201,285						3.50% – 6.25%						5.09%						January 15, 2024 – July 15, 2031
12						14,432						4.00% – 6.00%						4.25%						November 15, 2025 – July 15, 2033
15						16,801						5.75% – 6.00%						5.79%						May 15, 2028 – November 15, 2028
18						18,487						4.50% – 6.25%						5.59%						December 15, 2030 – August 15, 2031
20						3,777						5.75% – 6.00%						5.89%						November 15, 2032 – October 15, 2033
25						30,344						6.25% – 6.50%						6.39%						August 15, 2038 – May 15, 2039
30						97,608						5.50% – 6.75%						6.25%						November 15, 2042 – October 15, 2043
						$	508,711

In connection with the issuance of Prospect Capital InterNotes®, we incurred $25,785 of fees which are being amortized over the term of the notes, of which $7,667 remains to be amortized and is included as a reduction within Prospect Capital InterNotes® on the Consolidated Statement of Assets and Liabilities as of December 31, 2021.

During the three months ended December 31, 2021 and December 31, 2020, we recorded $4,177 and $10,208, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense. During the six months ended December 31, 2021 and December 31, 2020, we recorded $9,479 and $19,916, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.

Net Asset Value Applicable to Common Stockholders

During the six months ended December 31, 2021, our net asset value applicable to common shares increased by $331,651 or $0.79 per common share. The increase was primarily attributable to an increase in net realized and net change in unrealized gains of $298,818, or $0.77 per basic weighted average common share. During the six months ended December 31, 2021, net investment income of $166,926, or $0.43 per basic weighted average common share, also exceeded distributions to common and preferred stockholders of $149,892 (including distributions classified as return of capital distributions to common stockholders), or $0.39 per basic weighted average common share, resulting in a net increase of $0.04 per basic weighted average common share. The increase was primarily offset by $0.02 of dilution per common share related to common stock issuances through our common stock and dividend reinvestment program for the six months ended December 31, 2021. The following table shows the calculation of net asset value per common share as of December 31, 2021 and June 30, 2021.

						December 31, 2021						June 30, 2021
Net assets						$	4,140,128					$	3,945,517
Less: Preferred Stock						—						(137,040)
Net assets available to common stockholders						$	4,140,128					$	3,808,477
Shares of common stock issued and outstanding						390,584,255						388,419,573
Net asset value per common share						$	10.60					$	9.81

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Results of Operations

Operating results for the three and six months ended December 31, 2021 and December 31, 2020 were as follows:

			Three Months Ended December 31,									Six Months Ended December 31,
			2021						2020			2021						2020
Investment income			$	175,376					$	172,292		$	344,850					$	315,172
Operating expenses			89,819						90,731			177,924						176,066
Net investment income			85,557						81,561			166,926						139,106
Net realized (losses) gains from investments			(9,227)						3,727			(9,828)						6,570
Net change in unrealized gains from investments			181,134						225,773			317,854						333,617
Net realized losses on extinguishment of debt			(3,851)						(5,094)			(9,208)						(5,580)
Net increase in net assets resulting from operations			253,613						305,967			465,744						473,713
Preferred stock dividend			7,202						46			9,609						46
Net Increase in Net Assets Resulting from Operations applicable to Common Stockholders			$	246,411					$	305,921		$	456,135					$	473,667

While we seek to maximize gains and minimize losses, our investments in portfolio companies can expose our capital to risks greater than those we may anticipate. These companies typically do not issue securities rated investment grade, and have limited resources, limited operating history, and concentrated product lines or customers. These are generally private companies with limited operating information available and are likely to depend on a small core of management talents. Changes in any of these factors can have a significant impact on the value of the portfolio company. These changes, along with those discussed in Investment Valuation above, can cause significant fluctuations in our net change in unrealized gains (losses) from investments, and therefore our net increase (decrease) in net assets resulting from operations applicable to common stockholders, quarter over quarter.

Investment Income

We generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that we own, and fees generated from the structuring of new deals. Our investments, if in the form of debt securities, will typically have a term of one to ten years and bear interest at a fixed or floating rate. To the extent achievable, we will seek to collateralize our investments by obtaining security interests in our portfolio companies’ assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including prepayment penalties and possibly consulting fees. Any such fees generated in connection with our investments are recognized as earned.

Investment income consists of interest income, including accretion of loan origination fees and prepayment penalty fees, dividend income and other income, including settlement of net profits interests, overriding royalty interests and structuring fees.

The following table describes the various components of investment income and the related levels of debt investments:

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			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Interest income			$	142,173					$	144,787					$	288,444					$	277,026
Dividend income			5,704						2,280						6,971						2,305
Other income			27,499						25,225						49,435						35,841
Total investment income			$	175,376					$	172,292					$	344,850					$	315,172
Average debt principal of performing interest bearing investments(1)			$	6,014,947					$	5,419,248					$	5,896,373					$	5,407,558
Weighted average interest rate earned on performing interest bearing investments(1)			9.25		%				10.45		%				9.57		%				10.02		%
Average debt principal of all interest bearing investments(2)			$	6,298,175					$	5,752,850					$	6,177,381					$	5,789,367
Weighted average interest rate earned on all interest bearing investments(2)			8.83		%				9.85		%				9.14		%				9.36		%

(1) Excludes equity investments and non-accrual loans.

(2) Excludes equity investments.

The average interest earned on interest bearing performing assets decreased from 10.45% for the three months ended December 31, 2020 to 9.25% for the three months ended December 31, 2021. The average interest earned on all interest bearing assets decreased from 9.85% for the three months ended December 31, 2020 to 8.83% for the three months ended December 31, 2021. The decrease is primarily due to decreases in interest income due to reduced returns from our structured credit investments.

The average interest earned on interest bearing performing assets decreased from 10.02% for the six months ended December 31, 2020 to 9.57% for the six months ended December 31, 2021. The average interest earned on all interest bearing assets decreased from 9.36% for the six months ended December 31, 2020 to 9.14% for the six months ended December 31, 2021. The decrease is primarily due to decreases in interest income due to reduced returns from our structured credit investments.

Investment income is also generated from dividends and other income which is less predictable than interest income. The following table describes dividend income earned for the three and six months ended December 31, 2021 and December 31, 2020, respectively:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Dividend income
NMMB, Inc.			$	3,046					$	—					$	3,046					$	—
Valley Electric Company, Inc.			1,700						2,261						1,700						2,261
Nationwide Loan Company LLC			500						—						1,750						—
R-V Industries, Inc.			441						—						441						—
Other, net			17						19						34						44
Total dividend income			$	5,704					$	2,280					$	6,971					$	2,305

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Other income is comprised of structuring fees, advisory fees, amendment fees, royalty interests, settlement of net profits interests, settlement of residual profits interests, administrative agent fees and other miscellaneous and sundry cash receipts. The following table describes other income earned for the three and six months ended December 31, 2021 and December 31, 2020, respectively:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Structuring, advisory and amendment fees
Magnate Worldwide, LLC			$	2,850					$	—					$	2,850					$	—
PeopleConnect Intermediate, LLC			2,495						—						2,495						—
Broder			2,239						—						2,239						—
DRI Holding Inc.			2,238						—						2,238						—
BCPE Osprey Buyer, Inc.			1,812						—						1,812						—
BCPE North Star US Holdco 2, Inc.			1,463						—						1,463						—
National Property REIT Corp.			1,222						1,433						1,222						1,433
Victor Technology, LLC			600						—						600						—
Medical Solutions Holdings, Inc.			530						—						530						—
First Tower Finance Company LLC			—						10,000						7,234						10,000
PGX Holdings, Inc.			—						—						3,779						—
Ahead Data Blue, LLC			—						1,725						—						1,725
Orva Buyer, LLC			—						810						—						810
Thermal Product Solutions, Inc.			—						689						—						689
H.I.G. KM2 Investor, LLC			—						500						—						500
Atlantis Health Care Group (Puerto Rico), Inc.			—						445						—						445
Eze Castle Integration, Inc.			—						—						—						1,250
Other, net			1,404						390						2,352						566
Total structuring, advisory and amendment fees			$	16,853					$	15,992					$	28,814					$	17,418
Royalty and net revenue interests
National Property REIT Corp.			$	10,315					$	8,939					$	19,940					$	17,837
Other, net			172						169						354						337
Total royalty and net revenue interests			$	10,487					$	9,108					$	20,294					$	18,174
Administrative agent fees
Other, net			$	159					$	125					$	327					$	249
Total administrative agent fees			$	159					$	125					$	327					$	249
Total other income			$	27,499					$	25,225					$	49,435					$	35,841

Operating Expenses

Our primary operating expenses consist of investment advisory fees (base management and income incentive fees), borrowing costs, legal and professional fees, overhead-related expenses and other operating expenses. These expenses include our allocable portion of overhead under the Administration Agreement with Prospect Administration under which Prospect Administration provides administrative services and facilities for us. Our investment advisory fees compensate the Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions.

The following table describes the various components of our operating expenses:

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			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Base management fee			$	33,843					$	27,833					$	66,046					$	54,683
Income incentive fee			19,589						20,717						39,329						35,103
Interest and credit facility expenses			29,679						33,727						57,717						67,776
Allocation of overhead from Prospect Administration			2,239						3,426						6,765						8,083
Audit, compliance and tax related fees			329						340						946						1,278
Directors’ fees			113						113						229						226
Other general and administrative expenses			4,027						4,575						6,892						8,917
Total operating expenses			$	89,819					$	90,731					$	177,924					$	176,066

Total gross and net base management fee was $33,843 and $27,833 for the three months ended December 31, 2021 and December 31, 2020, respectively. The increase in total gross base management fee is directly related to a increase in average total assets.

Total gross base management fee was $66,046 and $54,683 for the six months ended December 31, 2021 and December 31, 2020, respectively. The increase in total gross base management fee is directly related to a increase in average total assets.

For the three months ended December 31, 2021 and December 31, 2020, we incurred $19,589 and $20,717 of income incentive fees, respectively. This decrease was driven by a corresponding decrease in pre-incentive fee net investment income (net of preferred stock dividends) from $102,232 for the three months ended December 31, 2020 to $97,944 for the three months ended December 31, 2021. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement. Income incentive fee for the three months ended December 31, 2020 includes a $264 adjustment for fees earned in prior periods that were neither expensed nor paid to the Investment Adviser.

For the six months ended December 31, 2021 and December 31, 2020, we incurred $39,329 and $35,103 of income incentive fees, respectively. This increase was driven by a corresponding increase in pre-incentive fee net investment income (net of preferred stock dividends) from $174,163 for the six months ended December 31, 2020 to $196,646 for the six months ended December 31, 2021. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.

During the three months ended December 31, 2021 and December 31, 2020, we incurred $29,679 and $33,727 respectively, of interest and credit facility expenses related to our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Notes”). During the six months ended December 31, 2021 and December 31, 2020, we incurred $57,717 and $67,776, respectively, of interest expenses related to our Notes. These expenses are related directly to the leveraging capacity put into place for each of those periods and the levels of indebtedness actually undertaken in those periods.

The table below describes the various expenses of our Notes and the related indicators of leveraging capacity and indebtedness during these years:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Interest on borrowings			$	25,292					$	29,802					$	49,537					$	59,860
Amortization of deferred financing costs			2,190						1,850						4,105						3,770
Accretion of discount on unsecured debt			746						269						1,319						538
Facility commitment fees			1,451						1,806						2,756						3,608
Total interest and credit facility expenses			$	29,679					$	33,727					$	57,717					$	67,776
Average principal debt outstanding			$	2,477,511					$	2,296,534					$	2,378,136					$	2,305,335
Annualized weighted average stated interest rate on borrowings(1)			4.08		%				5.19		%				4.17		%				5.19		%
Annualized weighted average interest rate on borrowings(2)			4.79		%				5.87		%				4.85		%				5.88		%

(1)Includes only the stated interest expense.

(2)Includes the stated interest expense, amortization of deferred financing costs, accretion of discount on Public Notes and commitment fees on the undrawn portion of our Revolving Credit Facility.

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Interest expense decreased from $33,727 for the three months ended December 31, 2020 to $29,679 for the three months ended December 31, 2021. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased from 5.19% for the three months ended December 31, 2020 to 4.08% for the three months ended December 31, 2021, primarily due to redemptions of our Prospect Capital InterNotes®, as well as repurchases of our Convertible Notes, June 2024 Baby Bond and June 2028 Baby Bond. In addition to Prospect Capital InterNotes®, the 2026 Notes, 3.364% 2026 Notes, and the 2028 Bond were issued at lower rates.

Interest expense decreased from $67,776 for the six months ended December 31, 2020 to $57,717 for the six months ended December 31, 2021. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased from 5.19% for the six months ended December 31, 2020 to 4.17% for the six months ended December 31, 2021. This decrease is primarily due to redemptions of our Prospect Capital InterNotes®, as well as repurchases of our Convertible Notes, June 2024 Baby Bond and June 2028 Baby Bond. In addition to Prospect Capital InterNotes®, the 2026 Notes and 3.364% 2026 Notes, and the 2028 Bond were issued at lower rates.

The allocation of net overhead expense from Prospect Administration was $2,239 and $3,426 for the three months ended December 31, 2021 and December 31, 2020, respectively. In addition, during the three months ended December 31, 2020, we were given a credit in the amount of $3,522 for legal expenses incurred on behalf of our portfolio companies that were subsequently remitted to Prospect Administration in the subsequent quarter.

The allocation of net overhead expense from Prospect Administration was $6,765 and $8,083 for the six months ended December 31, 2021 and December 31, 2020, respectively. Prospect Administration received estimated payments of $4,315 and $548 directly from our portfolio companies, and certain funds managed by the Investment Adviser for legal services during the six months ended December 31, 2021 and December 31, 2020, respectively. In addition, during the six months ended December 31, 2020, we were given a credit in the amount of $3,522 for legal expenses incurred on behalf of our portfolio companies that were subsequently remitted to Prospect Administration in the subsequent quarter. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by this amount.

Total operating expenses, excluding investment advisory fees, interest and credit facility expenses, and allocation of overhead from Prospect Administration (“Other Operating Expenses”), net of any expense reimbursements, were $4,469 and $5,028 for the three months ended December 31, 2021 and December 31, 2020, respectively. The decrease was primarily attributable to a decrease in legal fees.

Total operating expenses, excluding investment advisory fees, interest and credit facility expenses, and allocation of overhead from Prospect Administration (“Other Operating Expenses”), net of any expense reimbursements, were $8,067 and $10,421 for the six months ended December 31, 2021 and December 31, 2020, respectively. The decrease was primarily attributable to a decrease in legal fees and a decrease in general and administrative expenses.

Net Realized Gains (Losses)

The following table details net realized gains (losses) from investments for the three months ended December 31, 2021 and December 31, 2020:

			Three Months Ended December 31,
Portfolio Company			2021						2020
Edmentum Ultimate Holdings, LLC			—						3,724
Sudbury Mill CLO, Ltd.			(9,406)						—
Other, net			179						3
Net realized (losses) gains			$	(9,227)					$	3,727

The following table details net realized gains (losses) from investments for the six months ended December 31, 2021 and December 31, 2020:

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			Six Months Ended December 31,
Portfolio Company			2021						2020
Edmentum Ultimate Holdings, LLC			—						3,724
Spartan - Term Loan B			—						2,832
Sudbury Mill CLO, Ltd.			(9,406)						—
Other, net			(422)						14
Net realized (losses) gains			$	(9,828)					$	6,570

Net Realized Loss from Extinguishment of Debt

During the three months ended December 31, 2021 and December 31, 2020, we recorded a net realized loss from the extinguishment of debt of $3,851 and $5,094, respectively. During the six months ended December 31, 2021 and December 31, 2020, we recorded a net realized loss from the extinguishment of debt of $9,208 and $5,580, respectively. Refer to Capitalization for additional discussion.

Change in Unrealized Gains (Losses)

The following table details net change in unrealized (losses) gains for our portfolio for the six months ended December 31, 2021 and December 31, 2020, respectively:

			Three Months Ended December 31,												Six Months Ended December 31,
			2021						2020						2021						2020
Control investments			$	134,066					$	168,053					$	256,396					$	181,588
Affiliate investments			31,589						19,233						37,626						85,706
Non-control/non-affiliate investments			15,479						38,487						23,832						66,323
Net change in unrealized gains (losses)			$	181,134					$	225,773					$	317,854					$	333,617

The following table details reflects net change in unrealized gains (losses) on investments for the three months ended December 31, 2021:

									Net Change in Unrealized Gains (Losses)
National Property REIT Corp.									$	124,718
PGX Holdings, Inc.									26,723
Subordinated Structured Notes									17,661
NMMB, Inc.									15,027
First Tower Finance Company LLC									11,247
Other, net									5,303
InterDent, Inc.									(7,640)
Pacific World Corporation									(11,905)
Net change in unrealized gains									$	181,134

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The following table reflects net change in unrealized gains (losses) on investments for the three months ended December 31, 2020:

									Net Change in Unrealized Gains (Losses)
InterDent, Inc.									$	63,347
National Property REIT Corp.									59,090
PGX Holdings, Inc.									30,599
Other, net									22,292
First Tower Finance Company LLC									20,529
Subordinated Structured Notes									15,575
Valley Electric Company, Inc.									13,645
NMMB, Inc.									9,470
USES Corp.									9,428
Echelon Transportation, LLC									(7,808)
Edmentum Ultimate Holdings, LLC									(10,394)
Net change in unrealized gains									$	225,773

The following table details net change in unrealized gains (losses) on investments for the six months ended December 31, 2021:

									Net Change in Unrealized Gains (Losses)
National Property REIT Corp.									$	198,569
NMMB, Inc.									31,903
Subordinated Structured Notes									27,745
PGX Holdings, Inc.									26,825
First Tower Finance Company LLC									26,650
InterDent, Inc.									19,292
Targus Cayman HoldCo Limited									9,305
Credit Central Loan Company, LLC									7,661
Other, net									2,266
USES Corp.									(8,108)
Echelon Transportation, LLC									(9,339)
Pacific World Corporation									(14,915)
Net change in unrealized gains									$	317,854

The following table details net change in unrealized gains (losses) on investments for the six months ended December 31, 2020:

									Net Change in Unrealized Gains (Losses)
PGX Holdings, Inc.									$	88,370
National Property REIT Corp.									70,520
InterDent, Inc.									66,293
First Tower Finance Company LLC									27,075
Subordinated Structured Notes									25,264
Other, net									18,196
Valley Electric Company, Inc.									17,973
USES Corp.									14,565
Pacific World Corporation									8,457
R-V Industries									8,304
Securus Technologies Holdings, Inc.									6,851
CP Energy Services, Inc.									(18,251)
Net change in unrealized gains									$	333,617

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Financial Condition, Liquidity and Capital Resources

On July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board (“ARRC”) and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities. On December 12, 2017, following consideration of public comments, the Federal Reserve Board concluded that the public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the “Federal Reserve Board Notice”). In April 2018, the Federal Reserve System, in conjunction with the ARRC, announced the replacement of LIBOR with a new index, calculated by short term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). On June 12, 2019, the Staff from the SEC’s Division of Corporate Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant issued a statement about the potentially significant effects on financial markets and market participants when LIBOR is discontinued in 2021 and no longer available as a reference benchmark rate. The Staff encouraged all market participants to identify contracts that reference LIBOR and begin transitions to alternative rates. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the COVID-19 will have further effect on LIBOR transition plans. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

At this time, it is not possible to predict the effect of the FCA Announcement or other regulatory changes or announcements, any establishment of any alternative reference rates, including SOFR and its market acceptance, or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on our net investment income cannot yet be determined. The CLOs in which the Company is invested generally contemplate a scenario where LIBOR is no longer available by requiring the CLO administrator to calculate a replacement rate primarily through dealer polling on the applicable measurement date. However, there is uncertainty regarding the effectiveness of the dealer polling processes, including the willingness of banks to provide such quotations, which could adversely impact our net investment income. Recently, the CLOs we are invested in have included, or have been amended to include, language permitting the CLO investment manager to implement a market replacement rate (like SOFR) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLO investment managers will undertake the suggested amendments when able. In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on the Company’s net investment income and portfolio returns.

For the six months ended December 31, 2021 and December 31, 2020, our operating activities used $301,585 and provided $92,648 of cash, respectively. The change in our operating activities is primarily driven by an increase in net originations for the six months ended December 31, 2021. There were no investing activities for the six months ended December 31, 2021 and December 31, 2020. Financing activities provided $283,001 and used $87,112 of cash during the six months ended December 31, 2021 and December 31, 2020, respectively, which included dividend payments of $131,356 and $84,175, respectively. The change in our financing activities is primarily driven by an increase in proceeds from issuance of preferred stock used to finance our increase in net originations for the six months ended December 31, 2021.

Our primary uses of funds have been to continue to invest in portfolio companies, through both debt and equity investments, repay outstanding borrowings and to make cash distributions to our stockholders.

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Our primary sources of funds have historically been issuances of debt and equity. More recently, we have and may continue to fund a portion of our cash needs through repayments and opportunistic sales of our existing investment portfolio. We may also securitize a portion of our investments in unsecured or senior secured loans or other assets. Our objective is to put in place such borrowings in order to enable us to expand our portfolio. During the six months ended December 31, 2021, we borrowed $968,618 and we made repayments totaling $852,947 under the Revolving Credit Facility. As of December 31, 2021, our outstanding balance on the Revolving Credit Facility was $472,608. As of December 31, 2021, we had, net of unamortized discount and debt issuance costs, $213,563 outstanding on the Convertible Notes, $1,340,617 outstanding on the Public Notes and $332,870 outstanding on the Prospect Capital InterNotes® (See “Capitalization” above).

Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 7.25%. As of December 31, 2021 and June 30, 2021, we had $48,672 and $67,385, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. The fair value of our undrawn committed revolvers and delayed draw term loans was zero as of December 31, 2021 and June 30, 2021.

We have guaranteed $2,737 in standby letters of credit issued through a financial intermediary and $2,152 of equipment lease obligations on behalf of InterDent, Inc. (“InterDent”) as of December 31, 2021. Under these arrangements, we would be required to make payments to the financial intermediary or equipment lease provider, respectively, if InterDent was to default on their related payment obligations. As of December 31, 2021, we have not recorded a liability on the statement of assets and liabilities for these guarantees as the likelihood of default on the standby letters of credit or equipment lease is deemed to be remote.

On February 13, 2020, we filed a registration statement on Form N-2 (File No. 333-236415) that was effective upon filing pursuant to Rule 462(e) under the Securities Act as permitted under the Small Business Credit Availability Act. The registration statement permits us to issue, through one or more transactions, an indeterminate amount of securities, consisting of common stock, preferred stock, debt securities, subscription rights to purchase our securities, warrants representing rights to purchase our securities or separately tradeable units combining two or more of our securities.

Preferred Stock

On August 3, 2020, we entered into a Dealer Manager Agreement with Preferred Capital Securities, LLC (“PCS”), pursuant to which PCS has agreed to serve as the Company’s agent, principal distributor and dealer manager for the Company’s offering of up to 40,000,000 shares, par value $0.001 per share, of preferred stock, with a liquidation preference of $25.00 per share. Such preferred stock will initially be issued in multiple series, including the 5.50% Series A1 Preferred Stock (“Series A1 Preferred Stock”), the 5.50% Series M1 Preferred Stock (“Series M1 Preferred Stock”), and the 5.50% Series M2 Preferred Stock (“Series M2 Preferred Stock”, and together with the Series M1 Preferred Stock, the “Series M Preferred Stock”). In connection with such offering, on August 3, 2020, we filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 120,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as “Convertible Preferred Stock.” On October 30, 2020, we entered into a Dealer Manager Agreement with InspereX LLC, pursuant to which InspereX LLC has agreed to serve as the Company’s agent and dealer manager for the Company’s offering of up to 10,000,000 shares, par value $0.001 per share, of 5.50% Series AA1 Preferred Stock, with a liquidation preference of $25.00 per share (the “Series AA1 Preferred Stock”). In connection with such offering, on October 30, 2020, we filed Articles Supplementary with the SDAT, reclassifying and designating an additional 20,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as Convertible Preferred Stock. On May 19, 2021, we entered into an Underwriting Agreement with UBS Securities LLC, relating to the offer and sale of 187,000 shares, par value $0.001 per share, of 5.50% Series A2 Preferred Stock, with a liquidation preference of $25.00 per share (the “Series A2 Preferred Stock”, and together with the Series A1 Preferred Stock, Series M1 Preferred Stock, Series M2 Preferred Stock and Series AA1 Preferred Stock, the “5.50% Preferred Stock”). The issuance of the Series A2 Preferred Stock settled on May 26, 2021. In connection with such offering, on May 19, 2021, we filed Articles Supplementary with the SDAT, reclassifying and designating an additional 1,000,000 shares of the Company’s authorized and unissued shares of common stock into shares of preferred stock as Convertible Preferred Stock.

In connection with the offerings of the 5.50% Preferred Stock, we adopted and amended, respectively, a preferred stock dividend reinvestment plan (the “Preferred Stock Plan” or the “Preferred Stock DRIP”), pursuant to which holders of the 5.50% Preferred Stock will have dividends on their 5.50% Preferred Stock automatically reinvested in additional shares of such 5.50% Preferred Stock at a price per share of $25.00, if they elect.

Each series of 5.50% Preferred Stock ranks (with respect to the payment of dividends and rights upon liquidation, dissolution or winding up) (a) senior to our common stock, (b) on parity with each other series of our preferred stock, and (c) junior to our existing and future secured and unsecured indebtedness. See Note 8, Fair Value and Maturity of Debt Outstanding for further discussion on our senior securities.

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At any time prior to the listing of the 5.50% Preferred Stock on a national securities exchange, shares of the 5.50% Preferred Stock are convertible, at the option of the holder of the 5.50% Preferred Stock (the “Holder Optional Conversion”). We will settle any Holder Optional Conversion by paying or delivering, as the case may be, (A) any portion of the Settlement Amount (as defined below) that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the Settlement Amount, minus (b) any portion of the Settlement Amount that we elect to pay in cash, divided by (2) the arithmetic average of the daily volume weighted average price of shares of our common stock over each of the five consecutive trading days ending on the Holder Conversion Exercise Date (such arithmetic average, the “5-day VWAP”). For the Series A1 Preferred Stock, the Series AA1 Preferred Stock, and the Series A2 Preferred Stock, “Settlement Amount” means (A) $25.00 per share (the “Stated Value”), plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the applicable 5.50% Holder Optional Conversion Fee for the respective Holder Conversion Deadline. For the Series M Preferred Stock, “Settlement Amount” means (A) the Stated Value, plus (B) unpaid dividends accrued to, but not including, the Holder Conversion Exercise Date, minus (C) the applicable Series M Clawback, if any. “Series M Clawback”, if applicable, means an amount equal to the aggregate amount of all dividends, whether paid or accrued, on such share of Series M Stock in the three full months prior to the Holder Conversion Exercise Date. Subject to certain limited exceptions, we will not pay any portion of the Settlement Amount in cash (other than cash in lieu of fractional shares of our common stock) until the five year anniversary of the date on which a share of 5.50% Preferred Stock has been issued. Beginning on the five year anniversary of the date on which a share of 5.50% Preferred Stock is issued, we may elect to settle all or a portion of any Holder Optional Conversion in cash without limitation or restriction. The right of holders to convert a share of 5.50% Preferred Stock will terminate upon the listing of such share on a national securities exchange.

Subject to certain limited exceptions allowing earlier redemption, beginning on the earlier of the five year anniversary of the date on which a share of 5.50% Preferred Stock has been issued, or, for listed shares of 5.50% Preferred Stock, five years from the earliest date on which any series that has been listed was first issued (the earlier of such dates, the “Redemption Eligibility Date”), such share of 5.50% Preferred Stock may be redeemed at any time or from time to time at our option (the “Issuer Optional Redemption”), at a redemption price of 100% of the Stated Value of the shares of 5.50% Preferred Stock to be redeemed plus unpaid dividends accrued to, but not including, the date fixed for redemption.

Subject to certain limitations, each share of 5.50% Preferred Stock may be converted at our option (the “Issuer Optional Conversion”). We will settle any Issuer Optional Conversion by paying or delivering, as the case may be, (A) any portion of the IOC Settlement Amount (as defined below) that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the IOC Settlement Amount, minus (b) any portion of the IOC Settlement Amount that we elect to pay in cash, divided by (2) the 5-day VWAP, subject to our ability to obtain or maintain any stockholder approval that may be required under the 1940 Act to permit us to sell our common stock below net asset value if the 5-day VWAP represents a discount to our net asset value per share of common stock. For the 5.50% Preferred Stock, “IOC Settlement Amount” means (A) the Stated Value, plus (B) unpaid dividends accrued to, but not including, the date fixed for conversion. In connection with an Issuer Optional Conversion, we will use commercially reasonable efforts to obtain or maintain any stockholder approval that may be required under the 1940 Act to permit us to sell our common stock below net asset value. If we do not have or obtain any required stockholder approval under the 1940 Act to sell our common stock below net asset value and the 5-day VWAP is at a discount to our net asset value per share of common stock, we will settle any conversions in connection with an Issuer Optional Conversion by paying or delivering, as the case may be, (A) any portion of the IOC Settlement Amount that we elect to pay in cash and (B) a number of shares of our common stock at a conversion rate equal to (1) (a) the IOC Settlement Amount, minus (b) any portion of the IOC Settlement Amount that we elect to pay in cash, divided by (2) the NAV per share of common stock at the close of business on the business day immediately preceding the date of conversion. We will not pay any portion of the IOC Settlement Amount from an Issuer Optional Conversion in cash (other than cash in lieu of fractional shares of our common stock) until the Redemption Eligibility Date. Beginning on the Redemption Eligibility Date, we may elect to settle any Issuer Optional Conversion in cash without limitation or restriction. In the event that we exercise an Issuer Optional Conversion with respect to any shares of 5.50% Preferred Stock, the holder of such 5.50% Preferred Stock may instead elect a Holder Optional Conversion with respect to such 5.50% Preferred Stock provided that the date of conversion for such Holder Optional Conversion would occur prior to the date of conversion for an Issuer Optional Conversion.

On July 12, 2021, we entered into an underwriting agreement by and among us, Prospect Capital Management L.P., Prospect Administration LLC, and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters, relating to the offer and sale of 6,000,000 shares, or $150,000 in aggregate liquidation preference, of our 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock” or “5.35% Preferred Stock”), at a public offering price of $25.00 per share. Pursuant to the Underwriting Agreement, we also granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of Series A Preferred Stock solely to cover over-allotments. The offer settled on July 19, 2021, and no additional shares of Series A Preferred Stock were issued pursuant to the option. In connection with such offering, on July 15, 2021, we filed Articles Supplementary with SDAT, reclassifying and designating 6,900,000 shares of the Company’s authorized and unissued shares of Common Stock into shares of Series A Preferred Stock.

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The Series A Preferred Stock ranks (with respect to the payment of dividends and rights upon liquidation, dissolution or winding up) (a) senior to our common stock, (b) on parity with each other series of our preferred stock, and (c) junior to our existing and future secured and unsecured indebtedness. See Note 8, Fair Value and Maturity of Debt Outstanding for further discussion on our senior securities.

Subject to certain limited exceptions allowing earlier redemption, at any time after the close of business on July 19, 2026 (any such date, an “Optional Redemption Date”), at our sole option, we may redeem the Series A Preferred Stock in whole or, from time to time, in part, out of funds legally available for such redemption, at a price per share equal to the liquidation preference of $25.00 per share, plus an amount equal to all unpaid dividends on such shares (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the date fixed for redemption. We may also redeem the Series A Preferred Stock at any time, in whole or, from time to time, in part, including prior to the Optional Redemption Date, pro rata, based on liquidation preference, with all other series of our then outstanding preferred stock, in the event that our Board determines to redeem any series of our preferred stock, in whole or, from time to time, in part, because such redemption is deemed necessary by the Board to comply with the asset coverage requirements of the 1940 Act or for us to maintain RIC status.

In the event of a Change of Control Triggering Event (as defined below), we may, at our option, exercise our special optional redemption right to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control Triggering Event has occurred by paying the liquidation preference, plus an amount equal to all unpaid dividends on such shares (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the date fixed for such redemption. To the extent that we exercise our optional redemption right or our special optional redemption right relating to the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion right described below in respect of their shares called for redemption.

Except to the extent that we have elected to exercise our optional redemption right or our special optional redemption right by providing notice of redemption prior to the Change of Control Conversion Date (as defined below), upon the occurrence of a Change of Control Triggering Event, each holder of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of our shares of common stock per Series A Preferred Stock to be converted equal to the lesser of:

•the quotient obtained by dividing (i) the sum of the Liquidation Preference per share plus an amount equal to all unpaid dividends thereon (whether or not earned or declared, but excluding interest thereon) accumulated up to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Record Date for a Series A Preferred Stock dividend payment and prior to the corresponding Series A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined below); and

•6.03865, subject to certain adjustments,

subject, in each case, to provisions for the receipt of alternative consideration upon conversion as described in the applicable prospectus supplement.

If we have provided or provide a redemption notice with respect to some or all of the Series A Preferred Stock, holders of any Series A Preferred Stock that we have called for redemption will not be permitted to exercise their Change of Control Conversion Right in respect of any of their Series A Preferred Stock that have been called for redemption, and any Series A Preferred Stock subsequently called for redemption that have been tendered for conversion will be redeemed on the applicable date of redemption instead of converted on the Change of Control Conversion Date.

For purposes of the foregoing discussion of a redemption upon the occurrence of a Change of Control Triggering Event, the following definitions are applicable:

“Change of Control Triggering Event” means the occurrence of any of the following:

•the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation and other than an Excluded Transaction) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than to any Permitted Holders); provided that, for the avoidance of doubt, a pledge of assets pursuant to any of our secured debt instruments or the secured debt instruments of our Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition; or

•the consummation of any transaction (including, without limitation, any merger or consolidation and other than an Excluded Transaction) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock, measured by voting power rather than number of shares.

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Notwithstanding the foregoing, the consummation of any of the transactions referred to in the bullet points above will not be deemed a Change of Control Triggering Event if we or the acquiring or surviving consolidated entity has or continues to have a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or NASDAQ, or is otherwise listed or quoted on a national securities exchange.

The “Change of Control Conversion Date” is the date the shares of Series A Preferred Stock are to be converted, which will be a business day selected by us that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series A Preferred Stock.

The “Common Stock Price” will be (i) if the consideration to be received in the Change of Control Triggering Event by the holders of our common stock is solely cash, the amount of cash consideration per share of our common stock or (ii) if the consideration to be received in the Change of Control Triggering Event by holders of our common stock is other than solely cash (x) the average of the closing sale prices per share of our common stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control Triggering Event as reported on the principal U.S. securities exchange on which our common stock is then traded, or (y) the average of the last quoted bid prices for our common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control Triggering Event, if our common stock is not then listed for trading on a U.S. securities exchange.

“Controlled Subsidiary” means any of our subsidiaries, 50% or more of the outstanding equity interests of which are owned by us and our direct or indirect subsidiaries and of which we possess, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Excluded Transaction” means (i) any transaction that does not result in any reclassification, conversion, exchange or cancellation of all or substantially all of the outstanding shares of our Voting Stock; (ii) any changes resulting from a subdivision or combination or a change solely in par value; (iii) any transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving “person” (as that term is used in Section 13(d)(3) of the Exchange Act) or any direct or indirect parent company of the surviving “person” (as that term is used in Section 13(d)(3) of the Exchange Act) immediately after giving effect to such transaction; (iv) any transaction if (A) we become a direct or indirect wholly-owned subsidiary of a holding company and (B)(1) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company; or (v) any transaction primarily for the purpose of changing our jurisdiction of incorporation or form of organization.

“Permitted Holders” means (i) us, (ii) one or more of our Controlled Subsidiaries and (iii) Prospect Capital Management or any affiliate of Prospect Capital Management that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

“Voting Stock” as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such person having ordinary voting power for the election of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

Except as provided above in connection with a Change of Control Triggering Event, the Series A Preferred Stock is not convertible into or exchangeable for any other securities or property.

For so long as the Series A Preferred Stock is outstanding, we will not exercise any option we have to convert any other series of our outstanding preferred stock to common stock, including the Issuer Optional Conversion, or any other security ranking junior to such preferred stock. As a result, and in accordance with ASC 480, we have presented both our 5.50% Preferred Stock and Series A Preferred Stock within temporary equity on our Consolidated Statement of Assets and Liabilities as of December 31, 2021.

We determined the estimated value as of December 31, 2021 of our Preferred Stock, with a $25.00 stated value per share. We engaged a third-party valuation service to assist in our determination based on the calculation resulting from the total equity on our Consolidated Statements of Assets and Liabilities in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 (the “Form 10-Q”), which was prepared in accordance with U.S. generally accepted accounting principles in the United States of America, adjusted for the fair value of our investments (i.e. from our Consolidated Schedule of Investments) and total liabilities, divided by the number of shares of our Preferred Stock outstanding. Based on this methodology and because the result from the calculation above is greater than the $25.00 per share stated value of our Preferred Stock, the estimated value of our Preferred Stock as of December 31, 2021 is $25.00 per share.

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Common Stock

Our common stockholders’ equity accounts as of December 31, 2021 and June 30, 2021 reflect cumulative shares issued, net of shares repurchased, as of those respective dates. Our common stock has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters, our dividend reinvestment plan and in connection with the acquisition of certain controlled portfolio companies. When our common stock is issued, the related offering expenses have been charged against paid-in capital in excess of par. All underwriting fees and offering expenses were borne by us.

We did not repurchase any shares of our common stock for the six months ended December 31, 2021 or December 31, 2020.

Recent Developments

On January 20, 2022, we made a new $87,500 First Lien Term Loan investment in Belnick, LLC, an importer and online seller of furniture and furnishings to both commercial and retail customers primarily through long-term e-commerce partnerships.

On January 21, 2022, we increased total commitments of the Revolving Credit Facility to the maximum accordion facility size of $1,500,000.

On February 7, 2022, we made an additional $75,000 Second Lien Term Loan investment in Global Tel*Link Corporation. We expect the additional investment to settle on or about February 11, 2022.

On February 8, 2022, we announced the declaration of monthly dividends for our 5.50% Preferred Stock for holders of record on the following dates based on an annual rate equal to 5.50% of the Stated Value of $25 per share as set forth in the Articles Supplementary for the Preferred Stock, from the date of issuance or, if later from the most recent dividend payment date (the first business day of the month, with no additional dividend accruing in January as a result), as follows:

Monthly Cash 5.50% Preferred Shareholder Distribution			Record Date			Payment Date			Monthly Amount ($ per share), before pro ration for partial periods
March 2022			3/23/2022			4/1/2022			$0.114583
April 2022			4/20/2022			5/2/2022			$0.114583
May 2022			5/18/2022			6/1/2022			$0.114583

On February 8, 2022, we announced the declaration of quarterly dividends for our 5.35% Preferred Stock for holders of record on the following dates based on an annual rate equal to 5.35% of the Stated Value of $25.00 per share as set forth in the Articles Supplementary for the 5.35% Preferred Stock, from the date of issuance or, if later from the most recent dividend payment date, as follows:

Quarterly Cash 5.35% Preferred Shareholder Distribution			Record Date			Payment Date			Amount ($ per share)
February 2022 - April 2022			4/20/2022			5/2/2022			$0.334375

On February 8, 2022, we announced the declaration of monthly dividends on our common stock as follows:

Monthly Cash Common Shareholder Distribution			Record Date			Payment Date			Amount ($ per share)
February 2022			2/24/2022			3/22/2022			$0.0600
March 2022			3/29/2022			4/20/2022			$0.0600
April 2022			4/27/2022			5/19/2022			$0.0600

Critical Accounting Policies and Estimates

For discussion of critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended June 30, 2021.

Recent Accounting Pronouncements

For discussion of recent accounting pronouncements, refer to Note 2 within the accompanying notes to the consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates and equity price risk. Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks, including those listed below. For additional information concerning the COVID-19 pandemic and its potential impact on our business and our operating results, see Part I, Item 1A. Risk Factors, “Risks Relating to Our Business - Events outside of our control, including public health crises, may have a negative impact on our portfolio companies and our business and operations” in our Annual Report on Form 10-K.

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates impacting some of the loans in our portfolio which have floating interest rates. Additionally, because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See Part I, Item 1A. Risk Factors, “Risks Relating to Our Business - Changes in interest rates may affect our cost of capital and net investment income” in our Annual Report on Form 10-K.

Our debt investments may be based on floating rates or fixed rates. For our floating rate loans the rates are determined from the LIBOR, EURO Interbank Offer Rate, the Federal Funds Rate, Secured Overnight Financing Rate (“SOFR”) or the Prime Rate. The floating interest rate loans may be subject to a LIBOR floor. Our loans typically have durations of one, two, three, six or twelve months after which they reset to current market interest rates. As of December 31, 2021, 87.09% of the interest earning investments in our portfolio, at fair value, bore interest at floating rates.

We also have a revolving credit facility that is based on floating LIBOR rates. Interest on borrowings under the revolving credit facility is one-month LIBOR plus 205 basis points with no minimum LIBOR floor and an outstanding balance of $472,608 as of December 31, 2021. The Convertible Notes, Public Notes and Prospect Capital InterNotes® bear interest at fixed rates.

On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.

The following table shows the approximate annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in Subordinated Structured Notes) to our loan portfolio and outstanding debt as of December 31, 2021, assuming no changes in our investment and borrowing structure:

(in thousands) Basis Point Change						Interest Income						Interest Expense									Net Investment Income						Net Investment Income (1)
Up 300 basis points						$	73,091					$	14,178								$	58,913					$	47,130
Up 200 basis points						$	37,824					$	9,452								$	28,372					$	22,698
Up 100 basis points						$	8,945					$	4,726								$	4,219					$	3,375
Down 100 basis points						$	(225)					$	(493)								$	268					$	214

(1)Includes the impact of income incentive fees. See Note 13 in the accompanying Consolidated Financial Statements for more information on income incentive fees.

As of December 31, 2021, one, two, three, and six month LIBOR were 0.10%, 0.15%, 0.21% and 0.34% respectively. As of December 31, 2021 the three month SOFR was 0.05%.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of higher interest rates with respect to our portfolio of investments. During the year ended December 31, 2021, we did not engage in hedging activities.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2021, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures. We are continually monitoring and assessing the COVID-19 pandemic to determine any potential impact on the design and operating effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

(All figures in this item are in thousands except share, per share and other data.)

From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources.

We are not aware of any material legal proceedings as of December 31, 2021.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and the risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2021, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. (All figures in this item are in thousands except share, per share and other data.)

Risks Relating to Business

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

Inflation can adversely impact our cost of capital and the value of our portfolio investments.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Recently, there have been market indicators of a rise in inflation and the Federal Reserve has indicated an intention to raise certain benchmark interest rates in an effort to combat inflation. As inflation increases, the real value of our common stock and distributions therefore may decline. In addition, during any periods of rising inflation, the interest rates of debt securities we issue would likely increase, which would tend to further reduce returns to common stockholder; likewise, as interest rates increase, the value of our debt investments would decrease, though this effect can be less pronounced for floating rate instruments. This could also lead to decreased asset coverage for our outstanding debt and preferred stock. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which may result in losses to our stockholders. This risk is greater for fixed-income instruments with longer maturities.

Changes relating to the LIBOR calculation process, and the discontinuation of LIBOR, may adversely affect the value of the LIBOR-indexed, floating-rate debt securities in our portfolio or issued by us.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. LIBOR can no longer be used to calculate new deals as of December 31, 2021. Since December 31, 2021, all sterling, euro, Swiss franc and Japanese yen LIBOR settings and the 1-week and 2-month U.S. dollar LIBOR settings have ceased to be published or are no longer be representative, and after June 30, 2023, the overnight, 1-month, 3-month, 6-month and 12-month U.S. dollar LIBOR settings will cease to be published or will no longer be representative. Various financial industry groups have begun planning for the transition away from LIBOR, but there are challenges to converting certain securities and transactions to a new reference rate (e.g., the Secured Overnight Financing Rate, which is intended to replace the U.S. dollar LIBOR). Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial

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institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for securities linked to such rates. The elimination of LIBOR any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market value of and/or transferability of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of, new hedges placed against, instruments whose terms currently include LIBOR. While some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Moreover, these alternative rate-setting provisions may not be designed for regular use in an environment where LIBOR ceases to be published, and may be an ineffective fallback following the discontinuation of LIBOR.

Recently, the CLOs we are invested in have included, or have been amended to include, language permitting the CLO investment manager to implement a market replacement rate (like SOFR) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLO investment managers will undertake the suggested amendments when able. We believe that because CLO managers and other CLO market participants have been preparing for an eventual transition away from LIBOR, we do not anticipate such a transition to have a material impact on the liquidity or value of any of our LIBOR-referenced CLO investments. However, because the future of LIBOR at this time is uncertain and the specific effects of a transition away from LIBOR cannot be determined with certainty as of the date of this filing, a transition away from LIBOR could:

•    adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked CLO investments;

•    require extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming; renegotiations of existing documentation to modify the terms of outstanding investments;

•    result in inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with one or more alternative reference rates;

•    result in disputes, litigation or other actions with CLO investment managers, regarding the interpretation and enforceability of provisions in our LIBOR-based CLO investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;

•    require the transition and/or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on one or more alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and

•    cause us to incur additional costs in relation to any of the above factors.

In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on our net investment income and portfolio returns.

Many underlying corporate borrowers can elect to pay interest based on 1-month LIBOR, 3-month LIBOR and/or other rates in respect of the loans held by CLOs in which we are invested, in each case plus an applicable spread, whereas CLOs generally pay interest to holders of the CLO’s debt tranches based on 3-month LIBOR plus a spread. This mismatch in the rate at which CLOs earn interest and the rate at which they pay interest on their debt tranches negatively impacts the cash flows on a CLO’s equity tranche, which may in turn adversely affect our cash flows and results of operations. Unless spreads are adjusted to account for such increases, these negative impacts may worsen.

The senior secured loans underlying the CLOs in which we invest typically have floating interest rates. A rising interest rate environment may increase loan defaults, resulting in losses for the CLOs in which we invest. In addition, increasing interest

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rates may lead to higher prepayment rates, as corporate borrowers look to avoid escalating interest payments or refinance floating rate loans. Further, a general rise in interest rates will increase the financing costs of the CLOs. However, since many of the senior secured loans within CLOs have LIBOR floors, if LIBOR is below the average LIBOR floor, there may not be corresponding increases in investment income resulting in smaller distributions to equity investors in these CLOs.

The actual effects of the establishment of alternative reference rates or any other reforms to LIBOR or other reference rates (including whether LIBOR will continue to be an acceptable market benchmark) cannot be predicted at this time, and the transition away from LIBOR and other current reference rates to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations. Factors such as the pace of the transition to replacement or reformed rates, the specific terms and parameters for and market acceptance of any alternative reference rate, prices of and the liquidity of trading markets for products based on alternative reference rates, and our ability to transition and develop appropriate systems and analytics for one or more alternative reference rates could also have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Securities

Senior securities, including debt and preferred equity, expose us to additional risks, including the typical risks associated with leverage and could adversely affect our business, financial condition and results of operations.

We use our revolving credit facility to leverage our portfolio and we expect in the future to borrow from and issue senior debt securities to banks and other lenders and may securitize certain of our portfolio investments. We also have the Unsecured Notes outstanding and have launched a convertible preferred share offering program, which are forms of leverage and are senior in payment rights to our common stock.

Business development companies are generally able to issue senior securities such that their asset coverage, as defined in the 1940 Act, equals at least 200% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. In March 2018, the Small Business Credit Availability Act added Section 61(a)(2) to the 1940 Act, a successor provision to Section 61(a)(1) referenced therein, which reduces the asset coverage requirement applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals. On May 5, 2020, the Company's stockholders voted to approve the application of the reduced asset coverage requirements in Section 61(a) (2) to the Company effective as of May 6, 2020. As a result of the stockholder approval, effective May 6, 2020, the asset coverage ratio under the 1940 Act applicable to the Company decreased to 150% from 200%. In other words, under the 1940 Act, the Company is now able to borrow $2 for investment purposes for every $1 of investor equity, as opposed to borrowing $1 for investment purposes for every $1 of investor equity. As a result, the Company will be able to incur additional indebtedness in the future and investors in the Company may face increased investment risk. In addition, the Company’s management fee payable to the Investment Adviser is based on the Company's average adjusted gross assets, which includes leverage and, as a result, if the Company incurs additional leverage, management fees paid to the Investment Adviser would increase.

With certain limited exceptions, as a BDC, we are only allowed to borrow amounts or otherwise issue senior securities such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing or other issuance. The amount of leverage that we employ will depend on the Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing. There is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations for stockholders, any of which could adversely affect our business, financial condition and results of operations, including the following:

•A likelihood of greater volatility in the net asset value and market price of our common stock;

•Diminished operating flexibility as a result of asset coverage or investment portfolio composition requirements required by lenders or investors that are more stringent than those imposed by the 1940 Act;

•The possibility that investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants or to pay interest or dividends on the leverage;

•Increased operating expenses due to the cost of leverage, including issuance and servicing costs;

•Convertible or exchangeable securities, such as the Convertible Notes outstanding or those issued in the future (including the Preferred Stock (as defined herein)) may have rights, preferences and privileges more favorable than those of our common stock including, the case of the Preferred Stock, the statutory right under the 1940 Act to vote, as a separate class, on the election of two of our directors and approval of certain fundamental transactions in certain circumstances;

•Subordination to lenders’ superior claims on our assets as a result of which lenders will be able to receive proceeds available in the case of our liquidation before any proceeds will be distributed to our stockholders;

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•Difficulty meeting our payment and other obligations under the Unsecured Notes and our other outstanding debt or preferred equity;

•The occurrence of an event of default if we fail to comply with the financial and/or other restrictive covenants contained in our debt agreements, including the credit agreement and each indenture governing the Unsecured Notes, which event of default could result in all or some of our debt becoming immediately due and payable;

•Reduced availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•The risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our amended senior credit facility; and

•Reduced flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy.

For example, the amount we may borrow under our revolving credit facility is determined, in part, by the fair value of our investments. If the fair value of our investments declines, we may be forced to sell investments at a loss to maintain compliance with our borrowing limits. Other debt facilities we may enter into in the future may contain similar provisions. Any such forced sales would reduce our net asset value and also make it difficult for the net asset value to recover. The Investment Adviser and our Board of Directors in their best judgment nevertheless may determine to use leverage if they expect that the benefits to our stockholders of maintaining the leveraged position will outweigh the risks.

•In addition, our ability to meet our payment and other obligations of the Preferred Stock, the Unsecured Notes and our credit facility depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot provide assurance that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing credit facility or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Preferred Stock, the Unsecured Notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt and preferred equity obligations, we may need to refinance or restructure our debt or preferred equity, including the Unsecured Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the Preferred Stock, the Unsecured Notes and our other debt.

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Illustration.    The following tables illustrate the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of interest expense. The calculations in the tables below are hypothetical and actual returns may be higher or lower than those appearing below.

The below calculation assumes (i) $7.9 billion in total assets, (ii) an average cost of funds of 4.51% (including preferred dividend payments), (iii) $2.4 billion in debt outstanding, (iv) $1.3 billion in liquidation preference of 5.50% Preferred Stock outstanding, (v) $0.2 billion in 5.35% Preferred Stock outstanding, and (vi) $4.0 billion of common stockholders’ equity.

Assumed Return on Our Portfolio (net of expenses)			(10)%			(5)%			0%			5%			10%
Corresponding Return to Common Stockholder(1)			(24.1)%			(14.3)%			(4.4)%			5.5%			15.4%

The below calculation assumes (i) $7.9 billion in total assets, (ii) an average cost of funds of 4.01%, (iii) $2.4 billion in debt outstanding, (iv) $0.2 billion in 5.35% Preferred Stock outstanding, and (v) $5.3 billion of common stockholders’ equity.

Assumed Return on Our Portfolio (net of expenses)			(10)%			(5)%			0%			5%			10%
Corresponding Return to Common Stockholder(2)			(16.9)%			(9.4)%			(2.0%)			5.5%			12.9%

(1) Assumes no conversion of 5.50% Preferred Stock to common stock.

(2) Assumes the conversion of $1.25 billion in 5.50% Preferred Stock at a conversion rate based on the 5-day VWAP of our common stock on December 31, 2021, which was $8.46, and a Holder Optional Conversion Fee (as defined in the prospectus supplement relating to the applicable offering) of 9.00% and 9.50% on Series A1 Preferred Stock and Series AA Preferred Stock, respectively, of the maximum public offering price disclosed within the applicable prospectus supplements. The actual 5-day VWAP of our common stock on a Holder Conversion Exercise Date may be more or less than $8.46, which may result in more or less shares of common stock issued.

The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table.

Pursuant to SEC regulations, this table is calculated as of December 31, 2021. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Our common stock is traded on the NASDAQ Global Select Market under the symbol “PSEC.”

The following table sets forth, for the quarterly reporting periods indicated, the net asset value per common share of our common stock and the high and low sales prices for our common stock, as reported on the NASDAQ Global Select Market. Our common stock historically has traded at prices both above and below its net asset value. There can be no assurance, however, that such premium or discount, as applicable, to net asset value will be maintained. See also “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended June 30, 2021 for additional information about the risks and uncertainties we face.

																		Stock Price																								Premium (Discount) of High to NAV						Premium (Discount) of Low to NAV
						NAV(1)												High(2)												Low(2)
Year Ended June 30, 2020
First quarter						$			8.87									$			6.73									$			6.30									(24.1)		%				(29.0)		%
Second quarter									8.66												6.70												6.37									(22.6)		%				(26.4)		%
Third quarter									7.98												6.61												4.04									(17.2)		%				(49.4)		%
Fourth quarter									8.18												5.74												3.78									(29.8)		%				(53.8)		%
Year Ended June 30, 2021
First quarter						$			8.40									$			5.17									$			4.69									(38.5)		%				(44.2)		%
Second quarter									8.96												5.60												4.95									(37.5)		%				(44.8)		%
Third quarter									9.38												7.98												5.51									(14.9)		%				(41.3)		%
Fourth quarter									9.81												9.22												7.62									(6.0)		%				(22.3)		%
Twelve Months Ending June 30, 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)		%

(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. The NAVs shown are based on outstanding shares of our common stock at the end of each period.

(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.

Recent Sales of Common Stock Below Net Asset Value

At our 2009, 2010, 2011, 2012 and 2013 annual meeting of stockholders, and at special meetings of stockholders held on June 12, 2020 and June 11, 2021, our stockholders approved our ability to sell shares of our common stock at a price or prices below our NAV per common share at the time of sale in one or more offerings. The current approval to sell shares of our common stock below our NAV per common share is valid until June 11, 2022 and subject to certain conditions as set forth in the proxy statement relating to the special meeting (including that the number of shares sold on any given date does not exceed 25% of our outstanding common stock immediately prior to such sale). Accordingly, we may make offerings of our common stock without any limitation on the total amount of dilution to stockholders. Our prospectus supplement and accompanying prospectus relating to this offering contains additional information about these offerings. Pursuant to the authority granted by our stockholders and the approval of our Board of Directors, we have made the following offerings:

Date of Offering			Price Per Share to Investors			Shares Issued			Estimated Net Asset Value per Common Share(1)			Percentage Dilution
June 15, 2020 to June 22, 2020(2)			$5.29 - $5.40			1,158,222			$7.93 - 7.94			0.10%

(1) The data for sales of common shares below NAV pursuant to our equity distribution agreements are estimates based on our last reported NAV prior to the respective period adjusted for capital events occurring during the period since the last calculated NAV. All amounts presented are approximations based on the best available data at the time of issuance.

(2) At the market offering. Dates of offering represent the sales dates of the stock. The settlement dates are two business days later than the sale dates.

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FEES AND EXPENSES

The following tables are intended to assist you in understanding the costs and expenses that an investor in shares of common stock will bear directly or indirectly. 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. 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. However, you will not be required to deliver any money or otherwise bear personal liability or responsibility for such fees or expenses.

Stockholder transaction expenses:			A1 Shares			M Shares			AA Shares
Sales Load (as a percentage of offering price)			10.00% (1)			3.00% (2)			10.00% (3)
Offering expenses borne by the Company (as a percentage of offering price)			(4)			(4)			(5)
Preferred Stock Dividend reinvestment plan expenses (6)			None			None			None
Total stockholder transaction expenses (as a percentage of offering price):			11.5%			4.5%			10.5%
Annual expenses (as a percentage of net assets attributable to common stock):
Management fees (7)			4.33%
Incentive fees payable under Investment Advisory Agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income) (8)			1.95%
Total advisory fees			6.28%
Total interest expenses (9)			3.05%
Other expenses (10)			0.73%
Total annual expenses (8)(10)(11)			10.06%
Dividends on Preferred Stock(12)			1.91%
Total annual expenses after dividends on Preferred Stock (13)			11.97%

Example

The following table demonstrates the projected dollar amount of cumulative expenses we would pay out of net assets and that you would indirectly bear over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed 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, we have borrowed $1.3 billion available under our line of credit, in addition to our other indebtedness of $1.9 billion, and that our annual operating expenses would remain at the levels set forth in the table above and that we would pay the costs shown in the table above.

						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

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

** Assumes no unrealized capital depreciation or realized capital losses and 5% annual return on our portfolio resulting entirely from net realized capital gains (and therefore subject to the capital gains incentive fee).

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While the example assumes, as required by the SEC, a 5% annual return on our portfolio, our performance will vary and may result in a return greater or less than 5%. The income incentive fee under our Investment Advisory Agreement with Prospect Capital Management is unlikely to be material assuming a 5% annual return on our portfolio and is not included in the example. If we achieve sufficient returns on our portfolio, including through the realization of capital gains, to trigger an incentive fee of a material amount, our distributions to our common stockholders and our expenses would likely be higher. In addition, while the example assumes reinvestment of all dividends and other distributions at NAV, common stockholders that participate in our common stock dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by 95% of the market price per share of our common stock at the close of trading on the valuation date for the distribution.

This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

(1)    Includes up to a 7.0% selling commission on the $25.00 per share (the “Stated Value”) paid by the Company and a dealer manager fee equal to 3.0% of the Stated Value paid by the Company. Reductions in selling commissions will be reflected in reduced public offering prices as described in the “Plan of Distribution” section of the applicable prospectus supplement and the net proceeds to us will not be impacted by such reductions; therefore, we will bear a reduction in net proceeds to us up to 7.0% of the Stated Value on all A Shares although the selling commission compensation paid by us to our dealer manager may represent less than 7.0% of the Stated Value. 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.

(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.

(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. Our Board of Directors may, in its discretion, authorize the Company to incur underwriting and other offering expenses in excess of 11.5% of the gross offering proceeds. 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. Our Board of Directors may, in its discretion, authorize the Company to incur underwriting and other offering expenses in excess of 10.5% 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.

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

(7)    Our base management fee is 2% of our gross assets (which include any amount borrowed, i.e., total assets without deduction for any liabilities, including any borrowed amounts for non-investment purposes, for which purpose we have not and have no intention of borrowing). Although no plans are in place to borrow the full amount under our line of credit, assuming that we borrowed $1.3 billion, the 2% management fee of gross assets equals approximately 4.33% of net assets.

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(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. This historical amount has been adjusted to reflect the issuance of 50,000,000 shares of Preferred Stock. The capital gain incentive fee is paid without regard to pre-incentive fee income. 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.

(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 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. The actual 5-day VWAP of our common stock on a conversion date may be more or less than $8.46, 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. Also based on the 5.35% per annum dividend rate applicable to the A Shares. Other series of preferred stock, including other series of preferred stock being sold in different offerings, may bear different annual dividend rates. No dividend will be paid on shares of Preferred Stock after they have been converted to shares of common stock.

(13)     The indirect expenses associated with the Company’s investments in collateralized loan obligations are not included in the fee table presentation, but if such expenses were included in the fee table presentation then the Company’s total annual expenses would have been 10.66%, or 12.57% after dividends on Preferred Stock.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit No.
3.1			Articles of Amendment and Restatement(1)
3.2			Amended and Restated Bylaws(2)
3.3			Articles of Amendment(3)
3.4			Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (4)
3.5			Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (5)
3.6			Certificate of Correction to the Articles Supplementary of Prospect Capital Corporation(6)
3.7			Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (19)
3.8			Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation (20)
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)

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Exhibit No.
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. Bank Indenture, and Form of 2.250% Prospect Capital InterNote® due 2026(10)
4.17			One Thousand Sixty-Third Supplemental Indenture dated as of October 28, 2021, to the U.S. Bank Indenture, and Form of 2.750% Prospect Capital InterNote® due 2028(10)
4.18			One Thousand Sixty-Fourth Supplemental Indenture dated as of October 28, 2021, to the U.S. Bank Indenture, and Form of 3.150% Prospect Capital InterNote® due 2031(10)
4.19			One Thousand Sixty-Fifth Supplemental Indenture dated as of October 28, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2036(10)
4.20			One Thousand Sixty-Sixth Supplemental Indenture dated as of October 28, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(10)
4.21			One Thousand Sixty-Seventh Supplemental Indenture dated as of November 4, 2021, to the U.S. Bank Indenture, and Form of 2.400% Prospect Capital InterNote® due 2026(11)
4.22			One Thousand Sixty-Eighth Supplemental Indenture dated as of November 4, 2021, to the U.S. Bank Indenture, and Form of 2.800% Prospect Capital InterNote® due 2028(11)
4.23			One Thousand Sixty-Ninth Supplemental Indenture dated as of November 4, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2031(11)
4.24			One Thousand Seventieth Supplemental Indenture dated as of November 4, 2021, to the U.S. Bank Indenture, and Form of 3.600% Prospect Capital InterNote® due 2036(11)
4.25			One Thousand Seventy-First Supplemental Indenture dated as of November 4, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(11)
4.26			One Thousand Seventy-Second Supplemental Indenture dated as of November 18, 2021, to the U.S. Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2026(12)
4.27			One Thousand Seventy-Third Supplemental Indenture dated as of November 18, 2021, to the U.S. Bank Indenture, and Form of 3.000% Prospect Capital InterNote® due 2028(12)
4.28			One Thousand Seventy-Fourth Supplemental Indenture dated as of November 18, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2031(12)
4.29			One Thousand Seventy-Fifth Supplemental Indenture dated as of November 18, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2036(12)
4.30			One Thousand Seventy-Sixth Supplemental Indenture dated as of November 18, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(12)

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Exhibit No.
4.31			One Thousand Seventy-Seventh Supplemental Indenture dated as of November 26, 2021, to the U.S. Bank Indenture, and Form of 2.500% Prospect Capital InterNote® due 2026(13)
4.32			One Thousand Seventy-Eighth Supplemental Indenture dated as of November 26, 2021, to the U.S. Bank Indenture, and Form of 3.000% Prospect Capital InterNote® due 2028(13)
4.33			One Thousand Seventy-Ninth Supplemental Indenture dated as of November 26, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2031(13)
4.34			One Thousand Eightieth Supplemental Indenture dated as of November 26, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2036(13)
4.35			One Thousand Eighty-First Supplemental Indenture dated as of November 26, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(13)
4.36			One Thousand Eighty-Second Supplemental Indenture dated as of December 2, 2021, to the U.S. Bank Indenture, and Form of 2.750% Prospect Capital InterNote® due 2026(14)
4.37			One Thousand Eighty-Third Supplemental Indenture dated as of December 2, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2028(14)
4.38			One Thousand Eighty-Fourth Supplemental Indenture dated as of December 2, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2031(14)
4.39			One Thousand Eighty-Fifth Supplemental Indenture dated as of December 2, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2036(14)
4.4			One Thousand Eighty-Sixth Supplemental Indenture dated as of December 2, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(14)
4.41			One Thousand Eighty-Seventh Supplemental Indenture dated as of December 9, 2021, to the U.S. Bank Indenture, and Form of 3.000% Prospect Capital InterNote® due 2026(15)
4.42			One Thousand Eighty-Eighth Supplemental Indenture dated as of December 9, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2028(15)
4.43			One Thousand Eighty-Ninth Supplemental Indenture dated as of December 9, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2031(15)
4.44			One Thousand Ninetieth Supplemental Indenture dated as of December 9, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2036(15)
4.45			One Thousand Ninety-First Supplemental Indenture dated as of December 9, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(15)
4.46			One Thousand Ninety-Second Supplemental Indenture dated as of December 16, 2021, to the U.S. Bank Indenture, and Form of 3.000% Prospect Capital InterNote® due 2026(16)
4.47			One Thousand Ninety-Third Supplemental Indenture dated as of December 16, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2028(16)
4.48			One Thousand Ninety-Fourth Supplemental Indenture dated as of December 16, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2031(16)
4.49			One Thousand Ninety-Fifth Supplemental Indenture dated as of December 16, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2036(16)
4.5			One Thousand Ninety-Sixth Supplemental Indenture dated as of December 16, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2051(16)
4.51			One Thousand Ninety-Seventh Supplemental Indenture dated as of December 23, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2026(17)
4.52			One Thousand Ninety-Eighth Supplemental Indenture dated as of December 23, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2028(17)
4.53			One Thousand Ninety-Ninth Supplemental Indenture dated as of December 23, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2031(17)
4.54			One Thousand One Hundredth Supplemental Indenture dated as of December 23, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2036(17)
4.55			One Thousand One Hundred First Supplemental Indenture dated as of December 23, 2021, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2051(17)
4.56			One Thousand One Hundred Second Supplemental Indenture dated as of December 30, 2021, to the U.S. Bank Indenture, and Form of 3.250% Prospect Capital InterNote® due 2026(18)
4.57			One Thousand One Hundred Third Supplemental Indenture dated as of December 30, 2021, to the U.S. Bank Indenture, and Form of 3.500% Prospect Capital InterNote® due 2028(18)
4.58			One Thousand One Hundred Fourth Supplemental Indenture dated as of December 30, 2021, to the U.S. Bank Indenture, and Form of 3.750% Prospect Capital InterNote® due 2031(18)

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Exhibit No.
4.59			One Thousand One Hundred Fifth Supplemental Indenture dated as of December 30, 2021, to the U.S. Bank Indenture, and Form of 4.000% Prospect Capital InterNote® due 2036(18)
4.60			One Thousand One Hundred Sixth Supplemental Indenture dated as of December 30, 2021, to the U.S. Bank Indenture, and Form of 4.250% Prospect Capital InterNote® due 2051(18)
11			Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)
12			Computation of Ratios (included in the notes to the financial statements contained in this report)
31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
32.1			Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2			Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

________________________

*			Filed herewith.
(1)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on May 9, 2014.
(2)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on December 11, 2015.
(3)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on August 4, 2020.
(4)			Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on August 4, 2020.
(5)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 4, 2020.
(6)			Incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 4, 2020.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(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.
(19)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 26, 2021.
(20)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 19, 2021.
(21)			Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 19, 2021.

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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 thereunto duly authorized.

									PROSPECT CAPITAL CORPORATION
February 8, 2022						By:			/s/ JOHN F. BARRY III
Date									John F. Barry III
									Chairman of the Board and Chief Executive Officer
February 8, 2022						By:			/s/ KRISTIN L. VAN DASK
Date									Kristin L. Van Dask
									Chief Financial Officer

158