FS Specialty Lending fund prepares for listing

summary

On April 22, 2025, the Board of Trustees of FS Specialty Lending Fund (the Fund) approved a plan to prepare for the listing of its common shares on the New York Stock Exchange (NYSE). In advance of the listing, FSSL will be converted from a business development company (BDC) to a closed-end fund registered under the Investment Company Act of 1940 through a reorganization into a newly formed closed-end fund. The closed-end fund (FSSL) will be named “FS Specialty Lending Fund”, and we currently expect its common shares to begin trading on the NYSE under the ticker “FSSL” in mid-November.

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The investment management team and board will remain the same and there will be no change in the Fund’s investment objectives or strategy as a result of the conversion 
or listing.*

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Although we are working toward a listing within the targeted time frame, the timing may be subject to change based on a variety of factors.



Liquidity
event phase		 Expected timing Noteworthy event Shareholder action required?
Phase I Completed
April 24, 2025		 Announcement of intended listing No
Phase II Completed
May 15, 2025		 Execution of reverse share split and CUSIP consolidation No
Phase III Completed
October 14, 2025		 Completion of the shareholder proxy process No—thank you for voting!
Phase IV Mid-November - Shareholder account maintenance freeze (October 20)
- Targeted reorganization date (October 28)
- Listing (Mid-November)		 Maybe—it depends on your custodian.

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Note: Subject to market conditions.


*The investment strategy will remain the same except for certain requirements specific to BDCs under the 1940 Act, which won’t apply once the Fund is converted to a closed-end fund. As part of the conversion to a closed-end fund, Future Standard will acquire EIG Asset Management’s interest in the Adviser, make the Adviser an indirect, wholly-owned subsidiary of Future Standard.

Liquidity plan overview

ticker

FSSL

Conversion to a registered closed-end fund

  • The Fund will be converted from a business development company into a closed-end fund registered under the 1940 Act through a reorganization into a newly formed closed-end fund on October 28, 2025.
  • FSSL, the closed-end fund, will maintain the same board, investment objectives and strategy as the Fund.*
  • The closed-end fund will be renamed "FS Specialty Lending Fund" and it intends to pursue a listing of its shares on the NYSE in mid-November.


Fund Type CUSIP Fund # AIP SIN
FS Specialty Lending Fund Pre-Reorg 30264D208 3804 0000386412079005
FS Specialty Lending Fund Institutional Pre-Reorg 30299G606 5814 0000386412349006
FS Specialty Lending Fund Advisory Plus Pre-Reorg 30299B300 5824 0000386412349005
FS Specialty Lending Fund Advisory Pre-Reorg 302999248 5834 0000386412349004
FS Specialty Lending Fund Reorg-Fund; Listing 644323107 9181 N/A

*The investment strategy will remain the same except for certain requirements specific to BDCs under the 1940 Act, which won’t apply once the Fund is converted to a closed-end fund. As part of the conversion to a closed-end fund, Future Standard will acquire EIG Asset Management’s interest in the Adviser, making the Adviser an indirect, wholly-owned subsidiary of Future Standard.

Reverse share split

The reverse share split was designed to comply with NYSE listing requirements which mandate a minimum stock price of $4.00 per share at the time of listing.1

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  • As of March 31, 2025, FSSL’s net asset value (NAV) was $3.37 per share.
  • Following the reverse share split on May 15, 2025, FSSL’s NAV was $20.22 per share. As of June 30, 2025, the Fund’s NAV was $19.82 per share.

Quarterly
repurchase offer

We expect the quarterly tender offer to remain suspended until the listing, at which point all shares will become freely tradable on the NYSE.

Fee changes

Upon a listing, the base management fee will be reduced from 1.75% to 1.50% of gross assets. The Adviser has agreed to waive 0.15% of the fee, resulting in an effective base management fee of 1.35% on gross assets for as long as FSSL remains a registered closed-end fund.2 The advisor currently may earn incentive fees consisting of two components: (i) a capital gains incentive fee and (ii) a subordinated income incentive fee.

  • Following the conversion and reorganization into a closed-end fund, the Adviser will no longer be entitled to a capital gains incentive fee.
  • Upon listing and continuing for as long as FSSL remains a registered closed-end fund, the Adviser has agreed to waive a portion of the income incentive fee, reducing it from 20% to 10% subject to an annualized hurdle rate of 6.0%.3

Distributions

  • October 20: Q3 2025 quarterly enhanced distribution was paid.
    • The Fund’s quarterly enhanced distributions were designed to offer attractive returns to shareholders during the transition period to a diversified credit strategy, with the understanding that they were intended to conclude once the Fund achieves a long-term liquidity event, and a portion of the distributions may represent a return of capital.
  • December: We expect to pay a quarterly distribution for Q4 2025 and we are targeting an annualized distribution rate of 9.0%-9.5% of FSSL’s NAV.4
  • January 2026: We expect the Fund to begin paying monthly distributions.
    • The distribution reinvestment plan (DRP) will be structured as an opt-out program.
    • If a registered shareholder prefers to receive distributions in cash, a completed account maintenance form is required.
    • Contact 877-628-8575 (General Inquiries) for additional information about the DRP.

The payment of any type of future distributions on FSSL’s common shares is subject to the discretion of FSSL’s board of trustees and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distribution.

video

contact

Advisors and shareholders

877-628-8575

Media (Future Standard)


Melanie Hemmert


media@futurestandard.com


215-309-6843

FSSL performance and distribution updates

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Footnotes
  1. On April 22, 2025, FSSL’s Board of Trustees approved a 6-for-1 reverse share split in which a shareholders’ common shares will automatically be converted into a number of common shares equal to the number of common shares held immediately prior to the reverse share split divided by six. The reverse share split was completed on May 15, 2025. Effective May 15, 2025, the NAV and related performance metrics have been adjusted to reflect the reverse share split.
  2. For each quarter after the listing date, the base management fee will be reduced from 1.75% to 1.50% of gross assets. In addition, the Adviser has agreed to waive 0.15% of the fee, resulting in an effective base management fee of 1.35% on gross assets commencing upon the listing and continuing for as long as FSSL remains a registered closed-end fund. Amounts waived by the Adviser will not be subject to recoupment from FSSL.
  3. Pursuant to the terms of FSSL’s Investment Advisory Agreement, for any quarter ending after the listing, the incentive fee on income is calculated and payable quarterly in arrears and equals 20.0% of FSSL’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on net assets, equal to 1.5% per quarter, or an annualized hurdle rate of 6.0% compared to the current hurdle rate of 6.5%. As a result, the Adviser will not earn this incentive fee for any quarter until FSSL’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.5%. Once FSSL’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Adviser will be entitled to a “catch-up” fee equal to the amount of FSSL’s pre-incentive fee net investment income in excess of the hurdle rate, until FSSL’s pre-incentive fee net investment income for such quarter equals 1.875%, or 7.5% annually, of net assets. This “catch-up” feature will allow the Adviser to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Adviser will be entitled to receive 20.0% of FSSL’s pre-incentive fee net investment income.While the incentive fee on income of the Fund and FSSL prior to the listing will be subject to a hurdle rate equal to a percentage of “adjusted capital” (as defined the Fund’s and FSSL’s Investment Advisory Agreement), the incentive fee on income of FSSL after the listing will be subject to a hurdle rate expressed as a rate of return on net assets, which will have the effect of making it more likely that the fund’s pre-incentive fee net investment income will exceed the hurdle rate and therefore more likely that FSSL will pay an incentive fee on income.

    Effective on the listing and for so long as FSSL is a registered closed-end fund, the Adviser has contractually agreed to waive a portion of FSSL’s incentive fee. After giving effect to such fee waiver, the incentive fee on income will be calculated and payable quarterly in arrears and equals 10.00% of the closed-end fund’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on net assets, equal to 1.5% per quarter, or an annualized hurdle rate of 6.0%. As a result, the Adviser will not earn this incentive fee for any quarter until FSSL’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.5%. Once FSSL’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Adviser will be entitled to a “catch-up” fee equal to the amount of FSSL’s pre-incentive fee net investment income in excess of the hurdle rate, until the closed-end fund’s pre-incentive fee net investment income for such quarter equals 1.667%, or 6.667% annually, of net assets. This “catch-up” feature will allow the Adviser to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Adviser will be entitled to receive 10.00% of the closed-end fund’s pre-incentive fee net investment income. Amounts waived by the Adviser will not be subject to recoupment from the closed-end fund.
  4. The actual annualized distribution rate at listing may be higher or lower based on the then-current NAV.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Fund, including but not limited to, anticipated distribution rates and liquidity events. Words such as “intends,” “will,” “believes,” “expects,” “projects,” “future” and “may” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy due to geo-political risks, risks associated with possible disruption to the Fund’s operations or the economy generally due to hostilities, terrorism, natural disasters or pandemics, future changes in laws or regulations and conditions in the Fund’s operating area, unexpected costs, the ability of the Fund to complete the reorganization, complete the listing of the common shares on a national securities exchange, the price at which the common shares may trade on a national securities exchange, and failure to list the common shares on a national securities exchange, and such other factors that are disclosed in the Fund’s filings with the Securities and Exchange Commission (the “SEC”). The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Fund undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with approval by shareholders of the Fund of the Reorganization and Declaration of Trust amendments discussed herein, which occurred at a shareholder meetings held on September 26, 2025 and adjourned to October 14, 2025, the Successor Fund filed with the SEC solicitation materials in the form of a joint proxy statement/prospectus included in an effective registration statement on Form N-14 (File No. 333-286859), which joint proxy statement/prospectus was mailed to shareholders of the Fund. Information regarding the identity of potential participants in such solicitation, and their direct or indirect interests in the Fund, by security holdings or otherwise, were set forth in the definitive joint proxy statement/prospectus and the proxy statement and any other materials filed with the SEC in connection with the Fund’s 2024 annual meeting of shareholders. The proxy statement/prospectus and other relevant documents filed with the SEC contain important information about the Reorganization, the Declaration of Trust amendments, the Fund and the Successor Fund. Free copies of the joint proxy statement/prospectus and other documents are available on the SEC’s web site at www.sec.gov.

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This website does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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