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): October 12, 2017

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).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Cash Distributions

On October 12, 2017, the board of directors of NexPoint Capital, Inc. (the “Company”) declared a cash distribution of $0.013846 per share of the Company’s common stock, par value $0.001 per share, to be paid on November 29, 2017, to the stockholders of record on November 6, 2017, November 13, 2017, November 20, 2017, and November 27, 2017. Based on the Company’s current public offering price of $10.40 per share, the distribution represents an annualized rate of approximately 6.9%.

Certain Information about Distributions

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income and distributions paid, in each case, for the full fiscal year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full fiscal year. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV. The payment of future distributions on shares of the Company’s common stock is subject to the discretion of the Company’s board of directors and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions. The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including the reimbursement of certain expenses by the Company’s investment adviser, offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets or non-capital gains proceeds from the sale of assets. If distributions exceed the Company’s net investment income or earnings, a portion of the distributions made by the Company may represent a return of capital for tax purposes. There can be no assurance that the Company will be able to sustain the current distributions in the future or pay distributions at all.

Effective October 13, 2017, Brian Mitts will no longer serve as Principal Financial Officer (“PFO”) and Principal Accounting Officer (“PAO”) of the Company. In connection with Mr. Mitts’ resignation, there were no disagreements with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.

Effective October 13, 2017, the board of directors of the Company appointed Frank Waterhouse to replace Mr. Mitts as the Company’s PFO and PAO. Mr. Waterhouse, age 46, has served as Treasurer of the Company since 2015. Mr. Waterhouse has served as Treasurer of NexPoint Advisors, L.P., the Company’s investment adviser (the “Investment Adviser”) since 2012. He has also served as Treasurer of the following affiliates of the Investment Adviser: Highland Capital Management, L.P. (since 2012); Highland Capital Management Fund Advisors, L.P. (since 2012); and NexPoint Real Estate Advisors II, L.P. (since 2016). In addition, Mr. Waterhouse has served as Treasurer of the following investment companies affiliated with the Company: NexPoint Credit Strategies Fund, Highland Funds I, and Highland Funds II (since 2015); 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 NexPoint Opportunistic Credit Fund (since 2017).

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Company. Words such as “believes,” “expects,” “projects” and “future” 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, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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