UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K/A

(Amendment No. 1)

OR

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER:814-00757

FS Investment CorporationKKR Capital Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:(215) 495-1150

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act: None

Common Stock, par value

$0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐☒    No  ☒☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of common stock heldby non-affiliates of the registrant (assuming solely for the purpose of this disclosure, but without conceding, all executive officers and directors of the registrant are “affiliates”), as of June 30, 2017,2020, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $2.2$1.7 billion.

There were 243,451,089123,755,965 shares of the registrant’s common stock outstanding as of April 26, 2018.1, 2021.

Documents Incorporated by Reference

None.

Explanatory Note

FS Investment Corporation,KKR Capital Corp., or the Company, which may also be referred to as “we,” “us” or “our,” is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form10-K for the Company’s fiscal year ended December 31, 2017,2020, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 1, 20182021 (the “Original Report”). The purpose of this Amendment is to include Part III information, which was to be incorporated by reference from the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders. This information was previously omitted from the Original Reportby this Amendment in reliance on General Instruction G(3) to Form10-K,10-K. which would permit the Part III information to be incorporated in the Original Report by reference from the Company’s definitive proxy statement if such proxy statement is filed no later than 120 days after the fiscalyear-end. The Company is filing this Amendment to include Part III information in the Annual Report on Form10-K for the year ended December 31, 2017 because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Report. This Amendment also updates, amends and supplements Part IV, Item 15 of the Form10-K to include the filing of new Exhibits 31.1 and 31.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the cover page has been updated and amended.

The Amendment does not affect any other items in the Original Report, including the Company’s financial statements and the notes to the financial statements. Except as otherwise indicated, the Amendment speaks as of the date of the Original Report and reflects only the changes discussed above. Accordingly, this Amendment should be read in conjunction with the Original Report.

FS INVESTMENT CORPORATIONKKR CAPITAL CORP.

FORM10-K/A FOR THE FISCAL YEAR

ENDED DECEMBER 31, 20172020

TABLE OF CONTENTS

PART III

Board of Directors

The role of the Company’s board of directors (the “Board”) is to provide general oversight of the Company’s business affairs and to exercise all of the Company’s powers except those reserved for the stockholders. The responsibilities of the Board also include, among other things, the oversight of the Company’s investment activities, the quarterly valuation of the Company’s assets, oversight of the Company’s financing arrangements and corporate governance activities.

The Board is currently comprised of nineeleven directors, sevennine of whom are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of the Company or FS/KKR Advisor, LLC, the Company’s investment adviser (the “Advisor”), and are “independent” as defined by Rule 303A.00 in the NYSENew York Stock Exchange (“NYSE”) Listed Company Manual. These individuals are referred to as the Company’s independent directors (the “Independent Directors”). Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The members of the Board who are not Independent Directors are referred to as interested directors (the “Interested Directors”).

Directors

Information regarding the Board is set forth below. We have divided the directors into two groups—Interested Directors and Independent Directors. The address for each director is c/o FS Investment Corporation,KKR Capital Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Interested Directors

Michael C. Formanis chairman and chief executive officer of Franklin Square Holdings, LP “(FS InvestmentsInvestments”) and has been leading the company since its founding it in 2007. He has served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also currently serves as chairman, president and/or chief executive officer of certain of the Other Advised EntitiesFS KKR Capital Corp. II (“FSKR”) and the other funds sponsored by FS Investments. For purposes of this Amendment, “Other Advised Entities” includes those entities that are advised by the Advisor, including, the Company, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV, Corporate Capital Trust, Inc.Investments and Corporate Capital Trust II.its affiliates. Prior to founding FS Investments, Mr. Forman founded a private equity and real estate investment firm. He started his career as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr Harrison Harvey Branzburg LLP.LLP (“Klehr Harrison”). In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several

Todd C. Builioneserves as the Advisor’s president and, from 2018 through October 2019, the Company’s president since April 2018,president. Mr. Builione is also a member of the board of directors or board of trustees, as applicable, of certain of the Other Advised Entities and is the president certain of the Other Advised Entities.FSKR. Mr. Builione joined KKR Credit Advisors (US) LLC (“KKR Credit”), in 2013, and is a member of KKR & Co. (“KKR”), and president of KKR Credit and Markets. Mr. Builione also serves on KKR’sKKR Credit’s Investment Management & Distribution Committee and its Risk and Operations Committee. Prior to joining KKR & Co.,Credit, Mr. Builione served as Presidentpresident of Highbridge Capital Management, CEOchief executive officer of Highbridge’s Hedge Fund business and a member of the Investment and Risk Committees. Mr. Builione began his career at the Goldman Sachs Group, where he was predominantly focused on capital markets and mergers and acquisitions for financial institutions. He received a B.S., summa cum laude, and was a Merrill Presidential Scholar, from Cornell University and a J.D., cum laude, from Harvard Law School. Mr. Builione serves on the board of directors of Marshall Wace, a liquid alternatives provider which formed a strategic partnership with KKR Credit in 2015. Mr. Builione also serves on the board of directors of Harlem RBI (a community-based youth development organization located in East Harlem, New York), on the Advisory Council of Cornell University’s Dyson School of Applied Economics and Management, and on the board of directors of the Pingry School.

Mr. Builione has extensive experience and familiarity with the markets in which the Company primarily invests, along with significant knowledge and prior experience in the management of large businesses in the areas the Company operates in, and portfolio risk management and analyticsanalytics. The Board believes Mr. Builione’s experience and his position as the Company’s and the Advisor’s president make him a significant asset to the Company.

Independent Directors

Gregory P. ChandlerBarbara Adams has been chief financial officerserved as the executive vice president—legal affairs and general counsel of Emtec, Inc.the Philadelphia Housing Authority from August 2011 to April 2016, and as a trustee of each of the Philadelphia Housing Authority Retirement Income Trust and the Philadelphia Housing Authority Defined Contribution Pension Plan from November 2011 to April 2016. She served as the general counsel of the Commonwealth of Pennsylvania (the “Commonwealth”), from 2005 until January 2011. As general counsel to the Commonwealth, Ms. Adams led a global information technology services provider, since May 2009. Mr. Chandlerstaff of more than 500 lawyers in representing then Pennsylvania Governor Edward G. Rendell and more than 30 executive and independent agencies and commissions in litigation, transactions, regulatory, legislative and criminal justice matters. Prior to her appointment as general counsel to the Commonwealth, Ms. Adams was a partner at the law firm of Duane Morris LLP in Philadelphia, focusing her practice on taxable and tax-exempt public finance, affordable housing development matters, state and local government law, energy law and campaign finance law. Ms. Adams previously served as the policy committee co-chair on housing, in then Governor-elect Edward G. Rendell’s transition team. She is a charter member of the Forum on Affordable Housing and Community Development Law of the American Bar Association, a former member of the National Association of Bond Lawyers, a member of Emtec Inc.’sthe Pennsylvania Association of Bond Lawyers and of the American, Pennsylvania and Philadelphia Bar Associations. Ms. Adams is a past member of the board and secretary of directors. He alsoPhiladelphia Neighborhood Enterprise, a nonprofit corporation affiliated with The Enterprise Foundation, a past member of the board and treasurer of the Reading Terminal Market, and a past member of the respective boards of the Pennsylvania Association of Bond Lawyers, the Philadelphia Association of Community Development Corporations and the People’s Emergency Center in Philadelphia. Ms. Adams has served on a number of other charitable and public organizations, including a term as commissioner of the Philadelphia Gas Commission, as an advisory board member on the Homeless Advocacy Project of the Philadelphia Bar Association, as a commissioner and secretary of the Independent Charter Commission of the City of Philadelphia and as an advisory board member of The Nuclear World Project. Ms. Adams previously served on the housing policy committees of the respective transition teams of both then Pennsylvania Governor-elect Edward G. Rendell and then Pennsylvania Governor-elect Tom Wolf. Ms. Adams is a graduate of Temple University School of Law and a graduate of Smith College.

The Board believes that Ms. Adams’ extensive service in the private and public sectors provides her with experience that would be beneficial to the Company.

Brian R. Ford retired as a partner of Ernst & Young LLP, a multinational professional services firm, in July 2008, where he was employed since 1971. Mr. Ford currently serves on the board of trusteesClearway Energy, Inc. and AmeriGas Propane, Inc. Mr. Ford was previously the chief executive officer of FS Energy and Power Fund and is the chairman of its audit committee andWashington Philadelphia Partners, LP, a member of its valuation committee. Mr. Chandler presently serves as a director and chairman of the audit committee of the RBB Funds, trustee of the Wilmington Funds andreal estate investment company, from July 2008 to April 2010. He also serves on the boardboards of the Enterprise Center, anon-profit organization.Drexel University and Drexel University College of Medicine since March 2004 and March 2009, respectively. Mr. Chandler presently serves as a director of Spectrum Systems LLP and as an officerand director of GCVC Consulting. Previously, he served as managing director, Investment Banking, at Janney Montgomery Scott LLC from 1999 to April 2009. From 1995 to 1999, he was with PricewaterhouseCoopers, or PwC, and its predecessor Coopers and Lybrand where he assisted companies in the “Office of the CFO Practice” and also worked as a certified public accountant. DuringFord received his tenure at PwC, he spent the majority of his time in the Investment Company practice. Mr. Chandler served as a logistics officer with the United States Army for four years. Mr. Chandler’s degrees include a B.S. in EngineeringEconomics from the United States Military Academy at West Point and an M.B.A. from Harvard Business School.Rutgers University. He is also a Certified Public Accountant (inactive).Accountant.

Mr. Chandler hasFord’s extensive financial accounting experience in valuations and in negotiating debt, equity and mergers and acquisitions transactions in a varietyservice on the boards of industries with both public and private companies. In addition, Mr. Chandler has experience managing the audits of mutual funds, hedge funds and venture capital funds. This experience has provided Mr. Chandler,companies, in the opinion of the Board, provides him with experience and insight which is beneficial to the Company.

and chief operating officer from 2000 to 2001 and senior vice president prior to that time. Mr. Hagan has served on the board of directors of NutriSystem since February 2012, presiding in the role of chairman of the board since April 2012. Mr. Hagan previously served as a director of NutriSystem from 2002 to November 2008, Verticalnet from 1995 to January 2008 and Actua Corporation (formerly known as ICG Group, Inc.) from June 2007 to February 2018. Mr. Hagan also served as a member of the board of trustees of American Financial Realty Trust from 2003 to June 2007. Mr. Hagan holds a B.S. in Accounting from Saint Joseph’s University. He is also a Certified Public Accountant (inactive).

Mr. Hagan has significant experience as an entrepreneur and senior executive at public and private organizations. Mr. Hagan also has extensive experience in corporate finance, private equity, financial reporting and accounting and controls. This experience has provided Mr. Hagan, in the opinion of the Board, with experience and insight which is beneficial to the Company.

Jeffrey K. Harrowhas been chairman of Sparks Marketing Group, Inc. (“Sparks”), or Sparks, since 2001. Mr. Harrow is responsible for both operating divisions of Sparks, which includes Sparks Custom Retail and Sparks Exhibits & Environments,2001, a global brand experience agency with offices throughout the United States and international offices in Paris, France and Shanghai, China. Sparks’ clients include a number of Fortune 500 companies. Prior to joining Sparks, Mr. Harrow served as president and chief executive officer of CMPExpress.com from 1999 to 2000. Mr. Harrow created the strategy that allowed CMPExpress.com to move from aBusiness-to-Consumer marketplace into theBusiness-to-Business sector. In 2000, Mr. HarrowsuccessfullyHarrow successfully negotiated the sale of CMPExpress.com to Cyberian Outpost (NASDAQ ticker: COOL). From 1982 through 1998, Mr. Harrow was the president, chief executive officer and a director of Travel One, a national travel management company. Mr. Harrow was responsible for growing the company from a single office location to more than 100 offices in over 40 cities and to its rank as the 6th largest travel management company in the United States. Under his sales strategy, annual revenues grew from $8 million to just under $1 billion. During this time, Mr. Harrow purchased nine travel companies in strategic cities to complement Travel One’s

years as presidentassisted in establishing Teligent, Inc., of that board.which he was a director, and was responsible for operating AGI’s cellular telephone operations. Mr. Ramos has served as manager and director of TPF Properties, LLC since October 2017, and asGoldstein is currently a member of the executive committeeboard of directors of Ubicquia LLC and has counseled many early stage companies. Mr. Goldstein received a directorBachelor of Science in Business and Economics from Carnegie Mellon University and received training at the Greater Philadelphia ChamberMassachusetts Institute of Commerce since October 2017.Technology in Management Information Systems.

Mr. Ramos’Goldstein has extensive serviceexperience as a senior executive and in the private and public sectorsnegotiating investment transactions in a variety of industries. This experience has provided him,Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company.

Joseph P. UjobaiOsagie Imasogie has over 30 years of experience in the field of law, finance, business management, healthcare and the pharmaceutical industry. He is a co-founder and the senior managing partner of PIPV Capital, a private equity firm that is focused on the life sciences vertical. Prior to co-founding PIPV Capital, Mr. Imasogie conceptualized and established GlaxoSmithKline Ventures and was its founding vice president. Mr. Imasogie has held senior commercial and R&D positions within pharmaceutical companies such as GSK, SmithKline, DuPont Merck and Endo, where he was the founding general counsel and senior vice president for corporate development. Mr. Imasogie has also been a Price Waterhouse corporate finance partner as well as a practicing attorney with a leading US law firm. Mr. Imasogie is a serial entrepreneur and investor. He serves as chairman and founder of iLera Healthcare and was also the founder and chairman of Iroko Pharmaceuticals, Ception Therapeutics Inc. and Trigenesis Therapeutics Inc. In addition, he serves on the board of a number of financial institutions such as Haverford Trust and StoneRidge Investment. Mr. Imasogie is a Trustee of the University of Pennsylvania and a member of the Board of Overseers of the University of Pennsylvania Law School, where he is an adjunct professor of Law. Mr. Imasogie also serves on the board of the Philadelphia Orchestra and the Philadelphia Museum of Art. Mr. Imasogie holds post-graduate degrees from the University of Pennsylvania Law School and the London School of Economics.

Mr. Imasogie has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him, in the executive vice presidentopinion of SEI Investments Company (“SEI”) since May 2003the Board, with insight which is beneficial to the Company.

Elizabeth Sandler is the founder and alsohas served as the chief executive officer of Echo Juliette, a consultant and adviser on workplace investments spanning executive coaching, employee productivity and physical space, since January 2019. Prior to founding Echo Juliette, Ms. Sandler served as managing director of SEI Investments (Europe) Limited since January 2000. He is responsible for the developmentThe Blackstone Group and Chief Operating Officer of SEI’s worldwide private banks and distribution business.its Blackstone Real Estate Debt Strategies business from September 2016 to August 2018. Prior to this, Mr. Ujobai had overall responsibility for the start up of SEI’s business outsidejoining The Blackstone Group, she worked at Deutsche Bank from November 2000 to August 2016, including serving at different times as a managing director and global chief operating officer of the United States. From May 1996Risk Division, Structure Finance business and Commercial Real Estate business, among other roles. Prior to January 1999, he wasjoining Deutsche Bank, she worked at a number of companies in the Managing Director of SEI Investments, Latin America, based in Buenos Aires, Argentina. Before these international assignments Mr. Ujobai worked in SEI’sGlobal Wealth Platform, managing large institutional relationships. Mr. Ujobai has also worked as Senior Vice President of Global Distribution for Kidder Peabody Asset Management and as Senior Relationship Manager at the IBM Corporation. Mr. Ujobai currently serves as a trustee for FS Energy Total Return Fund, as a member of its audit committee and as the chair of its nominating and corporate governance committee. Mr. Ujobai holdsfinancial services industry. Ms. Sandler received a B.A. in Business Administration from Drexel University.Duke University and an M.B.A. from The Wharton School of the University of Pennsylvania.

Mr. Ujobai’sMs. Sandler’s extensive experience with investment andin the financial services companiesindustry has provided him,Ms. Sandler, in the opinion of the Board, with experience and insight which is beneficial to the Company.

Executive Officers

The following persons currently serve as our executive officers in the following capacities:

The address for each executive officer is c/o FS Investment Corporation,KKR Capital Corp., 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.

Executive Officers Who are Not Directors

William GoebelBrian Gerson has served as our chief financial officerthe co-president of the Company since March 2011October 2019 and our treasureralso serves as the co-president of FSKR. He joined FS Investments in November 2017 as its head of Private Credit and has more than 20 years of experience in investing and corporation lending, with specific expertise in lending through business development companies, or BDCs. Mr. Gerson has served on the Advisor’s investment committee since April 2018. Mr. Goebel also serves as chief financial officer and treasurer for certain of the Other Advised Entities and the other funds sponsored by FS Investments. Prior to joining FS Investments, he most recently served as group head and

managing director at LStar Capital (“LStar”), the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Goebel heldGerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a senior manager audit position with Ernst & Young LLPfounding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in the firm’s assetvarious credit, origination, management, practiceand business development roles, most recently serving as executive vice president of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including managing director at CIBC World Markets in its leveraged finance and financial sponsors group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from 2003 to January 2011,Tufts University where he was responsible for the auditsearned a Bachelor of regulated investment companies, private investment partnerships, investment advisers and broker-dealers. Mr. Goebel began his career at a regional public accounting firm, Tait, Weller and Baker LLPArts in 1997. Mr. Goebel received a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1997. He is a Certified Public Accountant and holds the CFA Institute’s Chartered Financial Analyst designation. Mr. Goebel serves on the board of directors of Philadelphia Reads (and serves as treasurer and chairs the audit committee of that board).Mathematics.

Daniel Pietrzakhas served as our chief investment officer since April 2018. Mr. Pietrzak also currently2018 and co-president since October 2019 and serves as theco-president and chief investment officer of certain of the Other Advised Entities.FSKR. Mr. Pietrzak joined KKR Credit

Zachary KlehrDrew O’Toole has served as our executive vice presidentthe co-chief operating officer of the Company since our inception in January 2013. Mr. KlehrOctober 2019 and also currently serves as executive vice presidentthe co-chief operating officer of certainFSKR. He is a managing director of FS Investments, which he joined in April 2014. Previously, Mr. O’Toole was a director of corporate strategy at FS Investments. His responsibilities were primarily focused on the design, analysis and implementation of key firm strategic initiatives. Prior to FS Investments, he worked in various roles at Cambridge Associates LLC, an institutional investment advisory and consulting firm. Mr. O’Toole graduated summa cum laude from the University of Pittsburgh with degrees in Finance and Business Management. He is also a CFA charterholder.

Ryan Wilson has served as the co-chief operating officer of the Other Advised EntitiesCompany since October 2019 and also serves as the co-chief operating officer of FSKR. He joined KKR Credit in 2006 and he is currently a managing director of KKR and the other funds sponsored by FS Investments.chief operating officer of KKR Private Credit. Mr. KlehrWilson served as CCT’s chief operating officer prior to its merger with FSK and has held various roles across KKR Credit. Prior to joining KKR Credit, Mr. Wilson was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder, Chartered Professional Accountant and a Chartered Accountant.

Zach Chalfant has served in various senior officer capacities foras the treasurer of the Company since June 2020 and also serves as the treasurer of FSKR. He is an executive director of FS Investments, and its affiliated investment advisers. In this role,which he focuses on fund administration,joined in September 2012. Previously, Mr. Chalfant was a director of portfolio management fund operations, technologyat FS Investments, where his responsibilities were focused on reporting and client relations.liability management. Prior to joining FS Investments, Mr. Klehr servedChalfant worked in various roles as JPMorgan Chase and City of London Investment Management. Mr. Chalfant holds a vice president at Versa Capital Management, or Versa, a private equity firm with approximately $1 billionB.S. in assets under management, from July 2007 to February 2011. At Versa, he sourced, underwrote, negotiated, structured and managed investments in middle market distressed companies, special situations and distressed debt. Prior to Versa, Mr. Klehr spent five years at Goldman, Sachs & Co., starting as an analyst in the Investment Banking Division, then in the executive office working on firm-wide strategy covering hedge funds and other complex multi-faceted clients of the firm. Later, he joined the Financial Sponsors Group as an associate where he focused on leveraged buyouts, acquisitions and equity and debt financings for private equity clients. Mr. Klehr received his M.B.A., with honors, from the Wharton School of the University of Pennsylvania and his B.A., cum laude, alsoFinance from the University of Pennsylvania. He is active in his community and served on the board of trustees of The Philadelphia School where he was a member of the executive, governance, advancement, finance and investment committees.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of the Company’s shares of common stock (“Shares”), are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those

of the cost of the Company’s executive officers and their respective staffs made pursuant to the administration agreement between the Company and the Advisor, dated as of April 9, 2018 or the FS/KKR administration agreement.(the “Administration Agreement”). The Compensation Committee has the authority to engage compensation consultants following consideration of certain factors related to such consultants’ independence.

The table below sets forth the compensation received by each current director from (i) the Company and (ii) all of the Company’s directorscompanies in the Fund Complex, including the Company, and FSKR in the aggregate, in each case, for service during the fiscal year ended December 31, 2017:2020. Our directors do not receive any retirement benefits from us.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth, as of April 26, 2018,1, 2021, the beneficial ownership of each current director, the Company’s executive officers, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined in accordance with Rule13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of April 26, 2018.1, 2021.

and the interests of the Company. Waivers to the Company’s Code of Business Conduct and Ethics for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations. In addition, the Audit Committee is required to review and approve all transactions with related persons (as defined in Item 404 of RegulationS-K promulgated promulgated under the Exchange Act). All future transactions with affiliates of the Company will be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of the Board, including a majority of the Independent Directors.

Compensation of the Investment AdviserAdvisory Agreement and Administration Agreement

Historically, the Company received investment advisory services from FB Income Advisor pursuant to the FB Income Advisor investment advisory agreement, and administrative services pursuant to the FB Income Advisor administration agreement. The FB Income Advisor investment advisory agreement was replaced by the FS/KKR investment advisory agreement. The FB Income Advisor administration agreement was replaced by the FS/KKR administration agreement. FB Income Advisor previously engaged GSO / Blackstone Debt Funds Management LLC (“GDFM”) to act as the Company’s investmentsub-adviser pursuant to the investmentsub-advisory agreement between FB Income Advisor and GDFM, dated April 13, 2008, or the GDFMsub-advisory agreement. GDFM resigned as the Company’s investmentsub-adviser and terminated the investmentsub-advisory agreement effective April 9, 2018.

Pursuant to the FS/KKR investment advisory agreement,Investment Advisory Agreement, the Advisor is entitled to an annuala base management fee based oncalculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets (equal toexcluding cash and cash equivalents (gross assets equal the total assets of the Company as set forth on the Company’s consolidated financial statements)balance sheets) and an incentive fee based on the Company’s performance. TheEffective June 15, 2019, in connection with stockholder approval of the modification of the asset coverage requirement applicable to senior securities from 200% to 150%, the Advisor reduced (by permanent waiver) the annual base management fee is calculated at an annual rate ofpayable under the Investment Advisory Agreement from 1.5% of the average weekly value of the Company’s gross assets.to 1.0% on all assets financed using leverage over 1.0x debt-to-equity. The base management fee is payable quarterly in arrears and is calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter.

The incentive fee consists of two parts. The firstarrears. All or any part of the incentivebase management fee which is referrednot taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Advisor determines.

Pursuant to the terms of the Investment Advisory Agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the Investment Advisory Agreement, which is calculated and payable quarterly in arrears, equals 20.0% ofthe Company’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, the Advisor will not earn this incentive fee for any quarter untilthe Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Oncethe Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitledto a “catch-up” fee equal to the amount ofthe Company’s pre-incentive fee net investment income in excess of the hurdle rate, untilthe Company’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of the value of the Company’s net assets. Thereafter, the Advisor will be entitled to receive 20.0% of theCompany’s pre-incentive fee net investment income.

The subordinated incentive fee on income is subject to a cap equal to (i) 20.0% of the per “per sharepre-incentive fee fee returnreturn” for the then-current and eleven preceding calendar quartersminusthe cumulative per“per share incentive feesfees” accrued and/or payable for the eleven preceding calendar quartersmultiplied by(ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income is being calculated. For the foregoing purpose, theThe definitions of “per sharepre-incentive fee return” for any calendar quarter is equal to (i) the sum of the Company’spre-incentive fee net investment income for the

Pursuant to the FS/KKR administration agreement,Administration Agreement, the Company reimburses the Advisor for expenses necessary to perform services related to the Company’sits administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and KKR Credit providing administrative services to usthe Company on behalf of the Advisor. The Company reimburses the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the FS/KKR administration agreement.Administration Agreement. The Advisor allocates the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. The BoardCompany’s board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of the Advisor. The BoardCompany’s board of directors then assesses the reasonableness of such reimbursements for expenses allocated to the Companyit based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the BoardCompany’s board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the BoardCompany’s board of directors compares the total amount paid to the Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs.

Historically, pursuant to the FB Income Advisor investment advisory and administrative services agreement, FB Income Advisor was entitled to an annual base management fee of 1.75% of the average value of the Company’s gross assets and an incentive fee based on the Company’s performance. FB Income Advisor agreed, effective October 1, 2017, to (a) waive a portion of the base management fee to which it was entitled under the FB Income Advisor investment advisory agreement so that the fee received equaled 1.50% of the average value of the Company’s gross assets and (b) continue to calculate the subordinated incentive fee on income to which it was entitled under the FB Income Advisor investment advisory agreement as if the base management fee was 1.75% of the average value of our gross assets. The investmentsub-advisory agreement provided that GDFM was entitled to receive 50% of all management and incentive fees payable to FB Income Advisor under the FB Income Advisor investment advisory agreement with respect to each year.

To mitigate these conflicts, the Advisor will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction.

As the Advisor and affiliates of FS Investments and KKR Credit currently serve as the investment adviser to other entities and accounts, it is possible that some investment opportunities will be provided to such other entities and accounts rather than the Company.

Investments

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term.

In an order dated June 4, 2013 (the “FS Order”), the SEC granted exemptive relief permitting the Company, subject to the Company.satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of our former investment adviser, including FS Energy and Power Fund, FSKR and any future BDCs that are advised by our former investment adviser or its affiliated investment advisers. However, in connection with the investment advisory relationship with the Advisor, and in an effort to mitigate potential future conflicts of interest, the Board authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated January 5, 2021, that permits the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain affiliates of the Advisor.

Director Independence

A majority of the members of the Board are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or the Advisor, and are “independent” as defined by Rule 303A.00 in the NYSE Listed Company Manual. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

The Board is currently comprised of nineeleven directors, sevennine of whom are Independent Directors. The Board has determined that the following directors are Independent Directors: Mses. Adams and Sandler and Messrs. Chandler, Frank,Ford, Hagan, Harrow, Hughes, RamosHopkins, Kropp, Goldstein and Ujobai.Imasogie. Based upon information requested from each director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Directors has, or within the last two years had, a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any Board committee or as a stockholder.

On April 27, 2021, the Company appointed Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The appointment of Deloitte & Touche LLP was previously recommended by the Audit Committee. The Company knows of no direct financial or material indirect financial interest of Deloitte & Touche LLP in the Company. A representative of Deloitte & Touche LLP is expected to be available to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do.

Fees

Set forth in the table below are audit fees, audit-relatedaudit related fees, tax fees and all other fees billed to the Company by RSM USDeloitte & Touche LLP for professional services performed for the Company’s fiscal years ended December 31, 20172020 and 2016:2019:

PART IV

Exhibits

The following exhibits are filed as part of this Amendment:

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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