S-8

As filed with the Securities and Exchange Commission on August 8, 2025

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CAPITAL SOUTHWEST CORPORATION

(Exact name of registrant as specified in its charter)

Texas	75-1072796
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8333 Douglas Avenue, Suite 1100 Dallas, Texas	75225
(Address of Principal Executive Offices)	(Zip code)

Amended and Restated Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan

(Full title of the plan)

Michael S. Sarner

President and Chief Executive Officer

Capital Southwest Corporation

8333 Douglas Avenue, Suite 1100

Dallas, Texas 75225

(Name and address of agent for service)

(214) 238-5700

(Telephone number, including area code, of agent for service)

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	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Capital Southwest Corporation (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register 1,994,153 additional shares (the “Additional Shares”) of the Company’s common stock (the “Shares”) for issuance under the Capital Southwest Corporation Amended and Restated 2021 Employee Restricted Stock Award Plan (the “Plan”). The Additional Shares consist of (i) 1,850,000 additional Shares representing an increase to the total number of Shares that may be issued pursuant to the Plan, and (ii) 144,153 Shares relating to restricted stock grants under the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan that were forfeited by participants that became available for reissuance pursuant to the terms of the Plan (the “Forfeited Shares”). Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the information contained in the Company’s registration statement on Form S-8 (File No. 333-258899) filed with the SEC on August 18, 2021 (the “Prior Registration Statement”), except to the extent supplemented, amended or superseded by the information set forth herein.

The 1,994,153 Additional Shares registered hereunder are in addition to the Shares registered pursuant to the Prior Registration Statement. The 144,153 Forfeited Shares were previously registered under the Prior Registration Statement and do not represent an increase in the total number of Shares that may be issued pursuant to the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the SEC are incorporated herein by reference and made a part hereof:

(a)the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on May 20, 2025;

(b)the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 7, 2025;

(b)the Company’s Definitive Proxy Statement, filed with the SEC on May 30, 2025 (but only with respect to information required by Part III of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025);

(d)the Company’s Current Reports on Form 8-K (other than information furnished rather than filed in accordance with SEC rules) filed with the SEC on April 9, 2025, April 14, 2025, April 21, 2025, July 15, 2025, and July 24, 2025; and

(e)the description of the Shares, contained in the Company’s Registration Statement on Form 8-A filed with the SEC on April 28, 1961 to register the Shares under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated herein by reference, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Articles of Incorporation, dated April 19, 1961, including amendments dated June 30, 1969, July 20, 1987, April 23, 2007 and July 15, 2013 (incorporated by reference to Exhibit (a) to Registration Statement on Form N-2 (File No. 333-220385) filed on September 8, 2017).
4.2	Certificate of Amendment to the Articles of Incorporation, dated August 1, 2019 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 1, 2019).
4.3	Certificate of Amendment to the Articles of Incorporation, dated October 11, 2023 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on October 16, 2023).
4.4	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q filed on November 7, 2017).
4.5	Amendment to Second Amended and Restated Bylaws of Capital Southwest Corporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed April 25, 2019).
4.6	Amended and Restated Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 7, 2025.
4.7	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 (File No. 333-258899) filed on August 18. 2021).
5.1	Opinion of Eversheds Sutherland (US) LLP*
23.1	Consent of Eversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto)*
23.2	Consent of RSM US LLP*
24.1	Power of Attorney (included on signature page)*
107	Filing Fee Exhibit*

*    Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 8, 2025.

CAPITAL SOUTHWEST CORPORATION
By:	/s/ Michael S. Sarner
	Name: Michael S. Sarner
	Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael S. Sarner and Chris T. Rehberger, and each of them, with the full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement, and any or all amendments thereto (including, without limitation, post-effective amendments), with all exhibits and schedules thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
By:	/s/ David R. Brooks	Chairman of the Board	August 8, 2025
	David R. Brooks
By:	/s/ Christine S. Battist	Director	August 8, 2025
	Christine S. Battist
By:	/s/ Jack D. Furst	Director	August 8, 2025
	Jack D. Furst
By:	/s/ Ramona L. Rogers-Windsor	Director	August 8, 2025
	Ramona L. Rogers-Windsor
By:	/s/ William R. Thomas	Director	August 8, 2025
	William R. Thomas
By:	/s/ Michael S. Sarner	President and Chief Executive Officer	August 8, 2025
	Michael S. Sarner
By:	/s/ Chris T. Rehberger	Chief Financial Officer	August 8, 2025
	Chris T. Rehberger

EX-FILING FEES

Exhibit 107

Form S-8

(Form Type)

Capital Southwest Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.25	Rule 457(c) and Rule 457(h)	1,994,153	$22.55	$44,968,150.15	0.00015310	$6,884.62
Total Offering Amounts					$44,968,150.15		$6,884.62
Total Fee Offsets					—		—
Net Fee Due							$6,884.62

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the “Securities Act”), the Registration Statement on Form S-8 (this “Registration Statement”) also covers additional shares of Capital Southwest Corporation’s (the “Registrant”) common stock (“Shares”) as may be offered or issued as a result of adjustment by reason of share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Shares.

(2)Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee. The maximum offering price per Share and the maximum aggregate offering price are based on the average of the $22.74 (high) and $22.36 (low) sale price of the Shares as reported on the Nasdaq Global Select Market on August 4, 2025, which is within five business days prior to filing this Registration Statement.

EX-5.1

Exhibit 5.1

[Letterhead of Eversheds Sutherland (US) LLP]

August 8, 2025

Capital Southwest Corporation

8333 Douglas Avenue

Suite 1100

Dallas, Texas 75225

Re:   Capital Southwest Corporation

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Capital Southwest Corporation, a Texas corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 1,994,153 additional shares of the Company’s common stock, par value $0.25 per share (the “Shares”), issuable under the Capital Southwest Corporation Amended and Restated 2021 Employee Restricted Stock Award Plan (the “Plan”).

As counsel to the Company, we have participated in the preparation of the Registration Statement and have examined originals or copies of the following:

(i)the Articles of Incorporation of the Company, as amended, certified as of the date hereof by an officer of the Company;

(ii)the Second Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;

(iii)a Certificate of Fact issued by the Office of the Secretary of State of Texas as to the existence of the Company, as of a recent date; and

(iv)the resolutions of the board of directors of the Company relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement and (b) the authorization, issuance, offer and sale of the Shares pursuant to the Registration Statement and the Plan.

With respect to such examination and our opinion expressed in this opinion letter, we have assumed, without any independent investigation or verification (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, and (v) that all certificates issued by public officials have been properly issued. We also have assumed, without independent investigation or verification, the accuracy and completeness of all corporate records made available to us by the Company.

As to certain matters of fact relevant to the opinions in this opinion letter, we have relied upon certificates and/or representations of officers of the Company. We also have relied on certificates and confirmations of public officials (which we have assumed remain accurate as of the date of this opinion letter). We have not independently established the facts, or in the case of certificates or confirmations of public officials, the other statements, so relied upon.

Capital Southwest Corporation

August 8, 2025

Page 2

The opinions set forth below are limited to the effect of the Texas Business Organizations Code, as in effect on the date of this opinion letter, and we express no opinion as to the applicability or effect of any other laws of the State of Texas or the laws of any other jurisdictions. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares pursuant to the Registration Statement and the Plan. This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.

On the basis of an subject to the foregoing, and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth in this opinion, we are of the opinion that the Shares issuable pursuant to the Registration Statement and the Plan have been duly authorized, and when issued and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

The opinions expressed in this opinion letter are (a) strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred and (b) only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Respectfully submitted,

/s/ Eversheds Sutherland (US) LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Capital Southwest Corporation of our report dated May 20, 2025 relating to the consolidated financial statements, the Schedule of Investments in and Advances to Affiliates listed in Schedule 12-14 and the effectiveness of internal control over financial reporting of Capital Southwest Corporation, appearing in the Annual Report on Form 10-K of Capital Southwest Corporation for the year ended March 31, 2025.

/s/ RSM US LLP

Chicago, Illinois

August 8, 2025

XML

Submission	Aug. 08, 2025
Submission [Line Items]
Central Index Key	0000017313
Registrant Name	Capital Southwest Corporation
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Offset Table N/A	N/A

XML

Offerings - Offering: 1	Aug. 08, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.25
Amount Registered | shares	1,994,153
Proposed Maximum Offering Price per Unit	22.55
Maximum Aggregate Offering Price	$ 44,968,150.15
Fee Rate	0.01531%
Amount of Registration Fee	$ 6,884.62
Offering Note	Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the “Securities Act”), the Registration Statement on Form S-8 (this “Registration Statement”) also covers additional shares of Capital Southwest Corporation’s (the “Registrant”) common stock (“Shares”) as may be offered or issued as a result of adjustment by reason of share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Shares.(2)Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee. The maximum offering price per Share and the maximum aggregate offering price are based on the average of the $22.74 (high) and $22.36 (low) sale price of the Shares as reported on the Nasdaq Global Select Market on August 4, 2025, which is within five business days prior to filing this Registration Statement.

XML

Fees Summary	Aug. 08, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 44,968,150.15
Total Fee Amount	6,884.62
Total Offset Amount	0
Net Fee	$ 6,884.62