Filed Pursuant to Rule 497 NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 21 dated March 14, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. (the Company ) dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, Supplement No. 15, dated December 28, 2017, Supplement No. 16, dated January 4, 2018, Supplement No. 17, dated January 10, 2018, Supplement No. 18, dated January 24, 2018, Supplement No. 19, dated January 31, 2018, and Supplement No. 20, dated February 14, 2018. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Effective immediately, Nate Burns has been added as a portfolio manager for the Company.
Management of the Company Portfolio Manager Effective immediately, the section of the Prospectus entitled Management of the Company - Portfolio Manager beginning on page 113 of the Prospectus is hereby deleted in its entirety and replaced with the following: Our portfolio managers are James Dondero, Michael Gregory and Nate Burns. Their investment decisions are not subject to the oversight, approval or ratification of a committee. Name Title Length of Time Served Principal Occupation(s) During the Past 5 Years James Dondero President Since 2014 President of Highland Capital Management, L.P., which he co-founded in 1993; Chairman of the Board of NexPoint Residential Trust, Inc. since May 2015; Portfolio Manager of NHF, Portfolio Manager of Highland Energy MLP Fund, Highland Global Allocation Fund, Highland Small-Cap Equity Fund and Highland Premier Growth Equity Fund (all series of HFII); Portfolio Manager of Highland Opportunistic Credit Fund (series of Highland Funds I ( HFI ); President of NexPoint Real Estate Advisors, L.P. since May 2015; President of NexPoint Real Estate Advisors II, L.P. since June 2016; President and Portfolio Manager of NexPoint Discount Yield Fund, NexPoint Energy and Materials Opportunities Fund, NexPoint Healthcare Opportunities Fund, NexPoint Latin American Opportunities Fund, NexPoint Merger Arbitrage Fund, NexPoint Opportunistic Credit Fund and NexPoint Real Estate Strategies Fund since 2016; and a Portfolio Manager of NexPoint Capital since 2014. Michael Gregory Managing Director and Head of Healthcare Since 2014 Managing Director and Head of Healthcare Credit and Healthcare Long/Short Equity investment strategies; Portfolio Manager of Highland Long/Short Healthcare Fund (series of HFI) since May 2010 and Highland Small-Cap Equity Fund and Highland Premier Growth Equity Fund (each a series of HFII) from July 2015 to March 2018 and from January 2016 to March 2018, respectively.
Nate Burns Managing Director Since 2018 Mr. Burns is a Managing Director at Highland Capital Management, L.P. and is a Portfolio Manager at NexPoint Advisors, L.P. Prior to joining Highland in 2013, he was an Associate at Ripplewood Holdings, a global private equity firm focused on control-oriented buyout, distressed and special situations investments. Prior to joining Ripplewood, he was an Analyst in the Global Technology Mergers & Acquisitions group at Lehman Brothers. Mr. Burns received a B.S. in Analytical Finance and Economics, summa cum laude and Phi Beta Kappa, from Wake Forest University and an MBA, with Dean s Honors and Distinction, from Columbia Business School. Mr. Burns is a holder of the right to use the Chartered Financial Analyst designation. As of December 31, 2017, the portfolio managers managed the following client accounts: Number of Accounts Assets of Accounts (in millions) Number of Accounts Subject to a Performance Fee Assets Subject to a Performance Fee (in millions) Type of Account James Dondero Registered investment companies 9 $ 1,615 1 $ 95 Other pooled investment vehicles 2 $ 655 2 $ 655 Other accounts 0 $ 0 0 $ 0 Michael Gregory Registered investment companies 6 $ 681 0 $ 0 Other pooled investment vehicles 1 $ 7 1 $ 7 Other accounts 0 $ 0 0 $ 0 Nate Burns Registered investment companies 1 $ 95 1 $ 95 Other pooled investment vehicles 0 $ 0 0 $ 0 Other accounts 0 $ 0 0 $ 0 Effective immediately, the last paragraph and table under the section entitled Control Persons and Principal Stockholders on page 121 of the Prospectus are deleted in their entirety and replaced with the following: The table below shows the dollar range of shares of common stock beneficially owned by each of our portfolio managers after giving effect to the private placement as of December 31, 2016. Name of Portfolio Manager James Dondero Michael Gregory Nate Burns (2) Dollar Range of Equity Securities in NexPoint Capital (1) Over $1 million None None (1) Dollar ranges are as follows: None, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, $100,001 - $500,000, $500,001 - $1,000,000, or over $1,000,000.
(2) As of February 28, 2018. NEX-SUPP21-0318
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 20 dated February 14, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, Supplement No. 15, dated December 28, 2017, Supplement No. 16, dated January 4, 2018, Supplement No. 17, dated January 10, 2018, Supplement No. 18, dated January 24, 2018, and Supplement No. 19, dated January 31, 2018. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Management of the Company - Directors Effective February 7, 2018, the Board of Directors (the Board ) of NexPoint Capital, Inc. (the Company ) appointed Dustin Norris to serve as an Interested Director of the Company effective on that date. The Board currently consists of six members, five of whom are not interested persons of the
Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. Mr. Norris is an Interested Director because of his position with an affiliate of the Company s investment adviser. Mr. Norris was appointed to serve as an Interested Director for a three-year term to expire in 2021. The Board has not appointed Mr. Norris to serve on any committees of the Company. As an officer and Interested Director of the Company, Mr. Norris receives no direct remuneration from the Company. There are no arrangements or understandings between Mr. Norris and any other persons pursuant to which he was selected as an Interested Director, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Norris, age 34, has served as Secretary of the Company since 2014; Secretary of Highland Funds I ( HFI ), Highland Funds II ( HFII ) and Highland Floating Rate Opportunities Fund ( FRO ) since October 2017; Assistant Secretary of FRO from August 2017 to October 2017; Chief Product Strategist at Highland Capital Management Fund Advisors, L.P. ( HCMFA ) since September 2015; Director of Product Strategy at HCMFA from May 2014 to September 2015; Secretary of NexPoint Credit Strategies Fund ( NHF ) since December 2015; Assistant Secretary of HFI and HFII from March 2017 to October 2017; Assistant Treasurer of HFI and HFII from November 2012 to March 2017; Assistant Treasurer of NHF from November 2012 to December 2015; Secretary of NexPoint Real Estate Strategies Fund since March 2016; and Senior Accounting Manager at HCMFA from August 2012 to May 2014. NEX-SUPP20-0218
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 19 dated January 31, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, Supplement No. 15, dated December 28, 2017, Supplement No. 16, dated January 4, 2018, Supplement No. 17, dated January 10, 2018, and Supplement No. 18, dated January 24, 2018. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On January 31, 2018, we increased our public offering price from $10.69 per share to $10.75 per share. This increase in the public offering price is effective as of our January 31, 2018 closing and first applied to subscriptions received from January 24, 2018 through January 30, 2018. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of January 29, 2018. NEX-SUPP19-0118
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 18 dated January 24, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, Supplement No. 15, dated December 28, 2017, Supplement No. 16, dated January 4, 2018, and Supplement No. 17, dated January 10, 2018. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On January 24, 2018, we increased our public offering price from $10.64 per share to $10.69 per share. This increase in the public offering price is effective as of our January 24, 2018 closing and first applied to subscriptions received from January 17, 2018 through January 23, 2018. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of January 22, 2018. NEX-SUPP18-0118
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 17 dated January 10, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, Supplement No. 15, dated December 28, 2017, and Supplement No.16, dated January 4, 2018. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On January 10, 2018, we increased our public offering price from $10.60 per share to $10.64 per share. This increase in the public offering price is effective as of our January 10, 2018 closing and first applied to subscriptions received from January 3, 2018 through January 9, 2018. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of January 8, 2018. NEX-SUPP17-0118
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 16 dated January 4, 2018 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, Supplement No. 14, dated December 20, 2017, and Supplement No. 15, dated December 28, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On January 4, 2018, we increased our public offering price from $10.58 per share to $10.60 per share. This increase in the public offering price is effective as of our January 3, 2018 closing and first applied to subscriptions received from December 27, 2017 through January 2, 2018. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of January 2, 2018. NEX-SUPP16-0118
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 15 dated December 28, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, Supplement No. 13, dated December 13, 2017, and Supplement No. 14, dated December 20, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On December 28, 2017, we increased our public offering price from $10.54 per share to $10.58 per share. This increase in the public offering price is effective as of our December 27, 2017 closing and first applied to subscriptions received from December 20, 2017 through December 26, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of December 26, 2017. NEX-SUPP15-1217
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 14 dated December 20, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, Supplement No. 12, dated December 6, 2017, and Supplement No. 13, dated December 13, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us tollfree at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On December 20, 2017, we increased our public offering price from $10.52 per share to $10.54 per share. This increase in the public offering price is effective as of our December 20, 2017 closing and first applied to subscriptions received from December 13, 2017 through December 19, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of December 18, 2017. NEX-SUPP14-1217
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 13 dated December 13, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, Supplement No. 11, dated November 30, 2017, and Supplement No. 12, dated December 6, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On December 13, 2017, we increased our public offering price from $10.48 per share to $10.52 per share. This increase in the public offering price is effective as of our December 13, 2017 closing and first applied to subscriptions received from December 6, 2017 through December 12, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of December 11, 2017. NEX-SUPP13-1217
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 12 dated December 6, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017, Supplement No. 10, dated November 29, 2017, and Supplement No. 11, dated November 30, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On December 6, 2017, we increased our public offering price from $10.47 per share to $10.48 per share. This increase in the public offering price is effective as of our December 6, 2017 closing and first applied to subscriptions received from November 29, 2017 through December 5, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of December 4, 2017. NEX-SUPP12-1217
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 11 dated November 30, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017, Supplement No. 9, dated November 22, 2017 and Supplement No. 10, dated November 29, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us tollfree at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Public Offering of Shares On November 22, 2017, the Board of Directors of NexPoint Capital, Inc. (the Company ) approved the closing of the Company s public offering to new investors on February 14, 2018. The last weekly closing in the Company s continuous public offering to new investors is expected to take place on or about February 14, 2018. NEX-SUPP11-1117
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 10 dated November 29, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017, Supplement No. 8, dated November 15, 2017 and Supplement No. 9, dated November 22, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On November 29, 2017, we increased our public offering price from $10.42 per share to $10.47 per share. This increase in the public offering price is effective as of our November 29, 2017 closing and first applied to subscriptions received from November 22, 2017 through November 28, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of November 27, 2017. NEX-SUPP10-1117
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 9 dated November 22, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017, Supplement No. 7, dated October 23, 2017 and Supplement No. 8, dated November 15, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Increase in Public Offering Price On November 22, 2017, we increased our public offering price from $10.35 per share to $10.42 per share. This increase in the public offering price is effective as of our November 22, 2017 closing and first applied to subscriptions received from November 15, 2017 through November 21, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of November 20, 2017. NEX-SUPP9-1117
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 8 dated November 15, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017, Supplement No. 5, dated September 13, 2017, Supplement No. 6, dated October 20, 2017 and Supplement No. 7, dated October 23, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Decrease in Public Offering Price On November 15, 2017, we decreased our public offering price from $10.40 per share to $10.35 per share. This decrease in the public offering price is effective as of our November 15, 2017 closing and first applied to subscriptions received from November 8, 2017 through November 14, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of November 13, 2017. NEX-SUPP8-1117
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 7 dated October 23, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ). The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Prospectus Summary This supplement supplements and amends the section of the Prospectus entitled Prospectus Summary Summary Risk Factors beginning on page 4 of the Prospectus by adding the following summary risk factor at the end of such section: We have entered into a prime brokerage arrangement (the Financing Arrangement ) that exposes us to certain risks, including counterparty and prime brokerage risk and leverage risk. This supplement supplements and amends the section of the Prospectus entitled Prospectus Summary Use of Leverage beginning on page 11 of the Prospectus by adding the following paragraph after the second paragraph of such section: On October 19, 2017, we entered into a Financing Arrangement with BNP Paribas Prime Brokerage International, Ltd. ( BNPP PBI ), BNP Prime Brokerage, Inc. ( BNPP PB ), and BNP Paribas (each a BNPP Entity and, together, the BNPP Entities ). Under the Financing Arrangement, the Company may borrow a maximum of the average amount of aggregate cash borrowings held by the Company under the Financing Agreements (as that term is defined below) over the twenty business days immediately preceding a notice date established by BNPP PBI or otherwise the number of business days since October 19, 2017. In no event may borrowings under the Financing Agreements exceed that permitted by the Investment Company Act of 1940, as amended, which requires the Company to maintain a coverage ratio of total assets to total borrowings and other senior securities, including all borrowings under the Financing Arrangement, of at least 200%. The Financing Arrangement was effected through a U.S. prime brokerage agreement by and between the Company and BNPP PB, on behalf of itself and as agent for the BNPP Entities (the U.S. PB Agreement ), a prime brokerage agreement by and between the Company, BNPP PBI, and BNP Paribas acting through its New York branch (the International PB Agreement ), a committed facility agreement by and between the Company and BNPP PBI (the Committed Facility Agreement ), a special custody and pledge agreement (the U.S. Triparty Agreement ) by and between the Company, BNPP PB, and State Street Bank and Trust Company, as custodian, and a special custody and pledge agreement (the International Triparty Agreement ) by and between the Company, BNPP PBI and State Street Bank and Trust Company, as custodian
(collectively, the Financing Agreements ). The Financing Arrangement permits the Company to borrow funds from the BNPP Entities, subject to certain conditions, and to retain the BNPP Entities for a variety of brokerage services. Risk Factors This supplement supplements and amends the section of the Prospectus entitled Risk Factors Risks Relating to Our Business and Structure beginning on page 31 of the Prospectus by adding the following risk factor to such section: We have entered into a Financing Arrangement that exposes us to certain risks, including counterparty and prime brokerage risk and leverage risk. We have entered into a Financing Arrangement with BNPP PBI, BNPP PB, and BNP Paribas pursuant to which the Company may borrow a maximum of the average amount of aggregate cash borrowings held by the Company under the Financing Agreements over the twenty business days immediately preceding a notice date established by BNPP PBI or otherwise the number of business days since October 19, 2017. See Management s Discussion and Analysis of Financial Condition and Results of Operations Financial Condition, Liquidity and Capital Resources BNP Paribas Financing Arrangement for a more detailed discussion of the terms of the Financing Arrangement. The Financing Arrangement is subject to counterparty and prime brokerage risk. Certain entities that have served as prime brokers or counterparties have incurred significant financial hardships including bankruptcy and losses as a result of exposure to subprime mortgages and other lower quality credit investments that have experienced defaults or otherwise suffered extreme credit deterioration. As a result, such hardships have reduced such entities capital and called into question their continued ability to perform their obligations under such transactions. By entering into leverage transactions such as the Financing Arrangement or by using derivatives, swaps or other transactions, the Company assumes the risk that its counterparties could experience similar financial hardships. If a BNPP Entity or another counterparty becomes bankrupt or otherwise fails to perform its obligations under the Financing Arrangement or other contract with the Company, the Company may experience significant delays in obtaining any recovery of collateral under such contract; if the Company s claim is unsecured, the Company will be treated as a general creditor of the counterparty and will not have any claim with respect to the underlying security. The Company may obtain only a limited recovery or may obtain no recovery in such circumstances. In addition, because we incur leverage through the Financing Arrangement, such arrangement is subject to leverage risk. Management s Discussion and Analysis of Financial Condition and Results of Operation This supplement supplements and amends the section of the Prospectus entitled Management s Discussion and Analysis of Financial Condition and Results of Operation Financial Condition, Liquidity and Capital Resources by adding the following section immediately prior to the section entitled Capital Contribution on page 81 thereof: BNP Paribas Financing Arrangement On October 19, 2017, we entered into a Financing Arrangement with BNPP PBI, BNPP PB, and BNP Paribas. Under the Financing Arrangement, the Company may borrow a maximum of the average amount of aggregate cash borrowings held by the Company under the Financing Agreements over the twenty business days immediately preceding a notice date established by BNPP PBI or otherwise the number of business days since October 19, 2017. In no event may borrowings under the Financing Agreements exceed that permitted by the Investment Company Act of 1940, as amended, which requires the Company to maintain a coverage ratio of total assets to total borrowings and other senior securities, including all borrowings under the Financing Arrangement, of at least 200%. The Financing Arrangement was effected through a U.S. P.B. Agreement by and between the Company and BNPP PB, on behalf of itself and as agent for the BNPP Entities, an International PB Agreement by and between the Company, BNPP PBI, and BNP Paribas acting through its New York branch, a Committed Facility Agreement by and between the Company and BNPP PBI, a U.S. Triparty Agreement by and between the Company, BNPP PB, and State Street Bank and Trust Company, as custodian, and an International Triparty Agreement by and between the Company, BNPP PBI and State Street Bank and Trust Company, as custodian. Pursuant to the U.S. PB Agreement, BNPP PB will provide the Company with prime brokerage services, including opening and maintaining accounts for margin loans, execution, settlement, and other products or services, and otherwise transact business with
the Company. Pursuant to the International PB Agreement, BNPP PBI agrees to provide services to the Company similar to those set forth in the U.S. PB Agreement with BNPP PB. Borrowings under the Committed Facility Agreement accrue interest at a rate equal to the one-month London Interbank Offered Rate, plus 1.60% per annum depending on the asset type of the underlying security. Interest is payable monthly in arrears. The Company may terminate the Committed Facility Agreement upon 179 days notice. Absent a default or facility termination event or the ratings decline described in the following sentence, BNPP PBI is required to provide the Company with 179 days notice prior to (i) modifying the method for calculating collateral requirements, (ii) recalling or causing repayment of any borrowings under the Committed Facility Agreement, (iii) modifying the interest rate spread on borrowings under the Committed Facility Agreement, (iv) modifying any other fees, provided that BNPP PBI may modify fees immediately if (x) the amount of such fees charged to BNPP PBI have been increased by a service provider or (y) consistent with increases generally to BNPP PBI s customers made at the same time, and (v) terminating any of the Financing Agreements. BNPP PBI has a cancellation right if BNP Paribas long-term credit rating declines three or more notches below its highest rating by any of Standard & Poor s Ratings Services, Moody s Investors Service, Inc., or Fitch Ratings, Ltd., during the period commencing on the closing date of the Committed Facility Agreement (October 19, 2017) and ending on the date of such long-term credit rating decline. Upon any such termination, BNPP PBI shall pay the Company a fee equal to 0.20% of the maximum amount of financing available on the termination date. The Company s obligations to the BNPP Entities under the Financing Arrangement are secured by a first priority security interest in the collateral delivered to the BNPP Entities under the Financing Agreements. The portfolio of securities pledged under the U.S. Triparty Agreement and the International Triparty Agreement will be held in a segregated custody account with the Custodian, though BNP Paribas, acting through its New York branch, may act as custodian for certain assets not otherwise held by the Custodian under the Financing Agreements. The value of securities required to be pledged as collateral by the Company is determined in accordance with the margin requirements described in the Financing Agreements. In connection with the Financing Arrangement, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements, and other customary requirements for similar facilities. The Financing Agreements contain the following customary events of default and termination events, among others: (a) the occurrence of a default or similar condition under certain third-party contracts of the Company; (b) any change in BNPP PBI s interpretation of applicable law that, in the reasonable opinion of counsel to BNPP PPBI, has the effect of impeding or prohibiting the Financing Arrangement; (c) certain events of insolvency or bankruptcy of the Company; (d) specified material reductions in the Company s net asset value; (e) any change in the Company s fundamental investment policies; and (f) the termination of the investment advisory agreement between the Company and NexPoint Advisors, L.P., or if NexPoint Advisors, L.P. otherwise ceases to act as investment adviser to the Company and is not immediately replaced by an affiliate or other investment adviser acceptable to BNPP PBI. Under the terms of the Financing Agreements, BNPP PB and BNPP PBI each have the ability to borrow a portion of the pledged collateral (collectively, the Hypothecated Securities ), subject to certain limits. The Company receives a fee from BNPP PB or BNPP PBI in connection with any Hypothecated Securities. The Company may designate any security within the pledged collateral as ineligible to be a Hypothecated Security, provided that after such designation there are eligible securities within the segregated custody accounts in an amount at least equal to the outstanding borrowings owed by the Company to BNPP PB and BNPP PBI. The Company may recall any Hypothecated Security at any time and BNPP PB or BNPP PBI must return such security or equivalent security within a commercially reasonable period. In the event BNPP PB or BNPP PBI does not return the security, the Company will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such Hypothecated Securities against any outstanding borrowings owed to BNPP PB or BNPP PBI under the Financing Agreements. Hypothecated Securities are marked-to-market daily and if the value of all Hypothecated Securities exceeds 100% of the outstanding borrowings owed by the Company under the Financing Agreements, BNPP PB and BNPP PBI may either reduce the amount of Hypothecated Securities to eliminate such excess or deposit into the segregated custody accounts an amount of cash equal to such excess. The Company will continue to receive interest and the scheduled repayment of principal balances on Hypothecated Securities. NEX-SUPP7-1017
NexPoint Capital, Inc. Maximum Offering of 150,000,000 Shares of Common Stock Supplement No. 6 dated October 20, 2017 to Prospectus dated May 12, 2017 This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the Prospectus ), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017, Supplement No. 4, dated August 23, 2017 and Supplement No. 5, dated September 13, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus. You should carefully consider the Risk Factors beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock. Management of the Company This supplement supplements and amends the section of the Prospectus entitled Management of the Company Executive Officers Who are Not Directors beginning on page 110 of the Prospectus, by replacing the Executive Officers Who are Not Directors portion of the table under such section with the following: Executive Officers Who are Not Directors Information regarding our executive officers who are not directors is as follows:
Name, Address, Date of Birth (1) James Dondero (6/29/1962) Position(s) with NexPoint Capital, Inc. President and Principal Executive Officer Term of Office and Length of Time Served Indefinite Term; President since 2014 Principal Occupation(s) During the Past 5 Years President of Highland Capital Management, L.P., which he co-founded in 1993; Chairman of the Board of NexPoint Residential Trust, Inc. since May 2015; Portfolio Manager of NHF, Portfolio Manager of Highland Energy MLP Fund, Highland Global Allocation Fund, Highland Small-Cap Equity Fund and Highland Premier Growth Equity Fund (all series of HFII); Portfolio Manager of Highland Opportunistic Credit Fund and Highland Merger Arbitrage Fund (series of Highland Funds I ( HFI ); President of NexPoint Real Estate Advisors, L.P. since May 2015; President of NexPoint Real Estate Advisors II, L.P. since July 2016; President and Portfolio Manager of NexPoint Real Estate Strategies Fund, NexPoint Discount Yield Fund, NexPoint Energy and Materials Opportunities Fund, NexPoint Healthcare Opportunities Fund, NexPoint Latin American Opportunities Fund, NexPoint Merger Arbitrage Fund and NexPoint Opportunistic Credit Fund since 2016; and a Portfolio Manager of NexPoint Capital, Inc. since 2014. Frank Waterhouse (4/14/1971) Treasurer, Principal Financial Officer and Principal Accounting Officer Indefinite Term; Treasurer since May 2015 and Principal Financial Officer and Principal Accounting Officer since October 2017 Principal Financial Officer and Principal Accounting Officer of Highland Funds I, Highland Funds II, NHF, NexPoint Capital, Inc., Highland Floating Rate Opportunities Fund, Highland Global Allocation Fund II and NexPoint Real Estate Advisors, L.P. since October 2017; Treasurer of Highland Floating Rate Opportunities Fund and Highland Global Allocation Fund II since August 2017; Assistant Treasurer of Acis Capital Management, L.P. from December 2011 until February 2012; Treasurer of Acis Capital Management, L.P. since February 2012; Assistant Treasurer of HCM from November 2011 until April 2012; Treasurer of HCM since April 2012; Assistant Treasurer of HCMFA from December 2011 until October 2012; Treasurer of HCMFA since October 2012; Treasurer of NexPoint Advisors, L.P. since March 2012; Treasurer of NexPoint Real Estate Advisors II, L.P. since June 2016; Treasurer of NexPoint Discount Yield Fund, NexPoint Energy and Materials Opportunities Fund, NexPoint Healthcare Opportunities Fund, NexPoint Latin American Opportunities Fund, NexPoint Merger Arbitrage Fund, NexPoint Opportunistic Credit Fund and NexPoint Real Estate Strategies Fund since March 2016; and Treasurer of NexPoint Capital, Inc., NHF, Highland Funds I, Highland Funds II, and NexPoint Real Estate Advisors, L.P. since May 2015. Clifford Stoops (11/17/1970) Assistant Treasurer Indefinite Term; Assistant Treasurer since March 2017 Assistant Treasurer of NexPoint Capital, Inc., Highland Funds I, Highland Funds II, NexPoint Credit Strategies Fund, and NexPoint Real Estate Strategies Fund since March 2017; Chief Accounting Officer at Highland Capital Management, L.P. since December 2011; and Assistant Treasurer of Highland Floating Rate Opportunities Fund and Highland Global Allocation Fund II since August 2017.
Name, Address, Date of Birth (1) Dustin Norris (1/6/1984) Jason Post (1/9/1979) Position(s) with NexPoint Capital, Inc. Secretary Chief Compliance Officer and Anti- Money Laundering Officer Term of Office and Length of Time Served Indefinite Term; Secretary since 2014 Indefinite Term; Chief Compliance Officer and Anti-Money Laundering Officer since September 2015 Principal Occupation(s) During the Past 5 Years Chief Product Strategist at HCMFA since September 2015, Director of Product Strategy at HCMFA from May 2014 to September 2015; Secretary of NHF since December 2015; Secretary of NexPoint Discount Yield Fund, NexPoint Energy and Materials Opportunities Fund, NexPoint Healthcare Opportunities Fund, NexPoint Latin American Opportunities Fund, NexPoint Merger Arbitrage Fund, NexPoint Opportunistic Credit Fund and NexPoint Real Estate Strategies Fund since March 2016; Assistant Secretary of Highland Funds I and Highland Funds II from March 2017 to October 2017; Assistant Treasurer of Highland Funds I and Highland Funds II from November 2012 until March 2017; Assistant Treasurer of NHF from November 2012 to December 2015; Assistant Treasurer of NexPoint Real Estate Advisors, L.P. since May 2015; Assistant Treasurer of NexPoint Real Estate Advisors II, L.P. since June 2016; Secretary of NexPoint Capital, Inc. since 2014; Assistant Secretary of Highland Floating Rate Opportunities Fund and Highland Global Allocation Fund II from August 2017 to October 2017; Secretary of Highland Funds I, Highland Funds II, Highland Floating Rate Opportunities Fund and Highland Global Allocation Fund II since October 2017; and Senior Accounting Manager at HCMFA from August 2012 to May 2014. Chief Compliance Officer and Anti-Money Laundering Officer of Highland Floating Rate Opportunities Fund and Highland Global Allocation Fund II since August 2017; Chief Compliance Officer and Anti-Money Laundering Officer of Highland Funds I, Highland Funds II, NexPoint Credit Strategies Fund and NexPoint Real Estate Strategies Fund since September 2015; and Chief Compliance Officer for HCMFA and NexPoint Advisors, L.P since September 2015. Prior to this role served as Deputy Chief Compliance Officer and Director of Compliance for HCM. (1) The address for each executive officer is c/o NexPoint Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201. NEX-SUPP6-1017