UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 2, 2018

NEXPOINT CAPITAL, INC.

(Exact name of Registrant as Specified in Its Charter)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (972) 628-4100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 2, 2018, NexPoint Capital, Inc. (the “Company”) amended and restated its agreements (collectively, the “TRS Agreement”) with BNP Paribas (“BNP Paribas”) that had established a total return swap (“TRS”). The Amended and Restated TRS Agreement, to be effective April 10, 2018, increases the maximum aggregate notional amount of the portfolio debt securities subject to the TRS to $60 million. The TRS Agreement was first entered into on June 13, 2017, and the terms of the TRS Agreement are set forth in the Company’s Current Report on Form 8-K filed on June 14, 2017 with the TRS Agreement filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q on November 9, 2017. The description of the Amended and Restated TRS Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Amended and Restated TRS Agreement, which is attached as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, NexPoint Capital, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.