NexPoint Capital: Sold at $10.75, Tendered at $4.64. The NAV, the Shrinking Tender and Who Owns 30.7%

What NexPoint Capital is

NexPoint Capital is a small business development company from the NexPoint platform in Dallas. It began operating on September 2, 2014, when the Adviser and its affiliates bought about 1.09 million shares at $9.20 in a private placement, and it sold shares to the public through brokers until February 14, 2018, at a final price of $10.75. Since then it has issued new shares only through its dividend reinvestment plan. There is no market for the shares; the only exit is the company's own quarterly tender offer.

It says it invests "primarily in debt investments and to a lesser extent, selected equity investments in middle-market healthcare companies." The portfolio at the end of 2025 no longer looks like that: of $37.6 million in 23 positions, 85% was equity (common stock 32.2%, preferred stock 30.0%, LLC interests 22.9%) and 14.2% first-lien loans, per the 2025 10-K. The estimated gross portfolio yield was 2.49% on amortized cost.

Eight years of NAV

Source: financial highlights in the 2025 Form 10-K (accession 0001193125-26-134282) and the June 30, 2026 Form 10-Q (accession 0001193125-26-351830).

The quarterly distribution has been $0.09 a share since the company moved from monthly to quarterly payments in 2020. In 2021 the whole distribution was classified as paid from net investment income (although income per share was $0.19 against $0.37 paid). By 2025 none of it was. The six-month 2026 figures label the $0.18 as coming from net investment income, but interim labels are provisional: the first half of 2025 carried the same label and the full year ended as 100% return of capital. Net investment income for the first half of 2026 was $0.02 a share against $0.18 paid. Gross operating expenses ran at 4.54% of net assets (annualized), 3.41% after the Adviser waived or reimbursed part.

The tender: smaller every year

Sources: 2025 Form 10-K and June 30, 2026 Form 10-Q (shares tendered); tender offer press releases filed as exhibits to Schedule TO-I/A (prices); Schedule TO-I of August 21, 2026 and 8-K of September 25, 2026 (September offer).

Through the first three quarters of 2025 the company offered to buy up to 2.5% of its shares and holders asked for less than that. From December 2025 the offer was cut to 1.5% and then to 1%, and the shares tendered have come in at or just above the cap each time. The company's stated policy allows up to 10% a year, or 2.5% a quarter, and says it intends to limit repurchases to what it can fund from shares issued under the dividend reinvestment plan.

Two details in the filings do not match. The company's press releases for the March and June 2026 tenders both state that 84,095.83451 shares were tendered, the same figure to five decimal places in two different quarters. The June 30, 2026 10-Q gives 84,458 for March and 81,314 for June. The June press release also says the offer expired on June 16, while the 10-Q says June 22. We report the 10-Q figures in the table; the press releases do not say whether any requests were cut back.

Two NAVs for the same day

Each month or quarter the Adviser files an 8-K stating the NAV per share at which new shares are issued under the dividend reinvestment plan. The tender price is set the same way. For two dates, the company's periodic reports give a different NAV:

Sources: Form 8-K accessions 0001193125-26-014886 and 0001193125-26-303238; Form 10-K accession 0001193125-26-134282; Form 10-Q accession 0001193125-26-351830. Differences are our arithmetic.

The 8-K figure is determined by the Adviser under the company's valuation procedures and, per the filings, is "not less than the net asset value per share determined in good faith by the Adviser in its sole discretion, immediately prior to the payment of the distribution." The periodic reports carry the fund's financial-statement NAV. Neither filing explains the gap, and with 85% of the portfolio in private equity positions, a valuation that moves a few percent between two estimates is not surprising. What matters to a holder is which number sets the price: the tender and the reinvested dividends are priced off the 8-K figure. Holders who tendered in December 2025 were paid $4.75; the audited NAV fifteen days later was $4.39.

Who else owns the company

On July 21, 2023, Liberty CLO Holdco Ltd. bought 2,549,002 shares under a stock purchase agreement, 27.05% of the company at the time. Before that date, per the September 30, 2023 10-Q, "the Adviser controlled 2,549,002 total shares", worth about $13.4 million. Liberty's share count has not changed since, and because other holders keep tendering, it now represents 30.7% of the shares outstanding (about $11.6 million at June 30, 2026).

For the remaining holders, that means close to a third of the company is held by one investor whose share count, on the filings, has not changed since 2023. Shares outstanding went from 9,956,228 at the end of 2021 to 8,295,947 at June 30, 2026.

What a shareholder can do with this

• If you tendered on September 22: the price is the $4.64 NAV set after expiration, plus unpaid accrued dividends. The number of shares accepted will appear in a Schedule TO-I/A and in the September 30 10-Q.
• If you are deciding for the next offer: at 1% a quarter, a holder who tenders everything each time is bought out slowly; a holder who waits is exposed to the next NAV move. The next tender's size will be in its Schedule TO-I.
• On the distribution: $0.09 a quarter is about 7.8% a year on the $4.64 NAV (our arithmetic), but in 2025 all of it returned your own capital, which lowers your cost basis rather than paying you income.
• What to read: the Schedule TO-I/A with the September results, the 10-Q for the quarter ending September 30, 2026, and each NAV 8-K.

FAQ

All figures are from the filings cited, read on EDGAR on September 26, 2026. The decline from the offering price, the differences between NAVs and the distribution rate are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.