NexPoint Capital, Inc.

Maximum Offering of 150,000,000 Shares of Common Stock



Supplement No. 5 dated September 13, 2017


Prospectus dated May 12, 2017



This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of NexPoint Capital, Inc. dated May 12, 2017 (the “Prospectus”), Supplement No. 1, dated June 14, 2017, Supplement No. 2, dated June 28, 2017, Supplement No. 3, dated July 26, 2017 and Supplement No. 4, dated August 23, 2017. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available at www.sec.gov or by calling us toll-free at (877) 665-1287. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Prospectus.

You should carefully consider the “Risk Factors” beginning on page 31 of the Prospectus before you decide to invest in shares of our common stock.

Decrease in Public Offering Price

On September 13, 2017, we decreased our public offering price from $10.60 per share to $10.40 per share. This decrease in the public offering price is effective as of our September 13, 2017 closing and first applied to subscriptions received from September 6, 2017 through September 12, 2017. In accordance with our previously disclosed share pricing policy, our net asset value per share is not above, nor more than 2.5% below, our net offering price per share as of September 11, 2017.