Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated May 20, 2021

Relating to Preliminary Prospectus Supplement dated May 20, 2021 and

Prospectus dated February 13, 2020

Registration No. 333-236415

PROSPECT CAPITAL CORPORATION

$300,000,000

3.364% Notes due 2026

PRICING TERM SHEET

May 20, 2021

The following sets forth the final terms of the 3.364% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated May 20, 2021, together with the accompanying prospectus dated February 13, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

Issuer:	Prospect Capital Corporation [Ticker: PSEC] (the “Company”)
Expected Security Ratings and Outlooks*:	Moody’s: Baa3 (Stable) / S&P: BBB- (Negative) / Kroll: BBB- (Stable) / Egan-Jones: BBB / DBRS: BBBL (Stable)
Security:	Senior Unsecured Notes
Size:	$300,000,000
Maturity:	November 15, 2026
Trade Date:	May 20, 2021
Price to Public:	98.761%
Gross Spread:	1.00%
Net Proceeds to the Company Before Expenses:	$293,283,000
Coupon:	3.364%
Yield to Maturity:	3.616%

Spread to Benchmark Treasury:	+ 280bps
Benchmark Treasury:	UST 0.750% due April 30, 2026
Benchmark Treasury Price / Yield:	99-21 3/4 / 0.816%
Format:	SEC Registered
Settlement**:	May 27, 2021 (T+5)
Denomination:	$1,000 and integral multiples thereof
Interest Payment Dates:	Semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021
Optional Redemption:	The Company may redeem in whole or in part at any time, from time to time at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date: •100% of the principal amount of the Notes to be redeemed, or •the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed assuming for this purpose that the Notes mature on October 15, 2026, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 45 basis points; provided, however, that if the Company redeems any Notes on or after October 15, 2026 (the date falling one month prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest and unpaid interest, if any, to, but excluding, the date of redemption
Change of Control:	Holders have the right to require the Company to repurchase the Notes at 100% of their principal amount plus accrued interest and unpaid interest, if any, in the event of a change of control repurchase event.
CUSIP / ISIN:	74348T AV4 / US74348TAV44
Joint Book-Running Managers:	RBC Capital Markets, LLC Goldman Sachs & Co. LLC Barclays Capital Inc.

Joint Lead Managers:	KeyBanc Capital Markets Inc. BNP Paribas Securities Corp. CIBC World Markets Corp. Mizuho Securities USA LLC R. Seelaus & Co., LLC
Senior Co-Managers:	WauBank Securities, LLC Comerica Securities, Inc. R. Seelaus & Co., LLC M&T Securities, Inc. UBS Securities LLC Incapital LLC

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** The Company expects that delivery of the Notes will be made to investors on or about May 27, 2021, which will be the fifth business day following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to two business days before delivery will be required by virtue of the fact that the Notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on any date prior to two business days before delivery should consult their advisors.

Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The preliminary prospectus supplement dated May 20, 2021, together with an accompanying prospectus dated February 13, 2020, which have been filed with the Securities and Exchange Commission (the “SEC”), contain this and other information about the Company and should be read carefully before investing.

The information in the preliminary prospectus supplement and the accompanying prospectus, and in this announcement, is not complete and may be changed. The preliminary prospectus supplement, the accompanying prospectus and this announcement are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any state where such offer and sale is not permitted.

The Company has filed a registration statement, including a prospectus and a prospectus supplement with the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling RBC Capital Markets, LLC toll-free at 1-866-375-6829 or Goldman Sachs & Co. LLC toll-free at 1-866-471-2526.