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) February 19, 2026
(Exact name of registrant as specified in its charter)
Maryland |
811-04980 |
93-0939398 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
515 South Flower Street Los Angeles, California |
90071 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (214) 244-0000
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
| Common Stock | TSI | New York Stock Exchange | ||
| Subscription Rights for Shares of Common Stock | TSI RT | New York Stock Exchange |
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 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 February 19, 2026, TCW Strategic Income Fund, Inc. (NYSE: TSI) (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, TCW Investment Management Company LLC and UBS Securities LLC in connection with the issuance by the Fund to the stockholders of record (the “Record Date Stockholders”) at the close of business on February 19, 2026 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Stockholders to subscribe for up to 15,928,480 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Fund (the “Offer”). The Record Date Stockholders will receive one Right for each outstanding share of Common Stock owned on the Record Date. The Rights entitle the holders to purchase one new share of Common Stock for every three Rights held (1-for-3). Record Date Stockholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional shares of Common Stock covered by any unexercised Rights. Any Record Date Stockholder who owns fewer than three shares of Common Stock as of the close of business on the Record Date is entitled to subscribe for one full share of Common Stock in the Offer.
The Offer is being made pursuant to a prospectus supplement, dated February 19, 2026, and the accompanying prospectus, dated January 5, 2026, each of which constitutes part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-289452) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offer, the Fund entered into a Subscription Agent Agreement dated as of February 19, 2026 with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement dated as of February 19, 2026 with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.
| Item 8.01. | Other Events |
On February 19, 2026, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Venable LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. | |
(d) |
Exhibits | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TCW Strategic Income Fund, Inc. | ||||||||
Date: February 23, 2026 |
By: |
/s/ Richard Villa | ||||||
Name: |
|
Richard Villa | ||||||
Title: |
President and Principal Executive Officer | |||||||