Lafayette Square USA, Inc.

false 0001849089 0001849089 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2026 LAFAYETTE SQUARE USA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 814-01427 87-2807075 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 175 SW 7th St , Unit 2307 , Miami , Florida 33130-2992 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 786 ) 753-7096 (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 Symbol(s) Name of each exchange on which registered None N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934. Emerging growth company x 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. x Item 5.07. Submission of Matters to a Vote of Security Holders On June 3, 2026, Lafayette Square USA, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 28, 2026. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 29,407,040 shares of common stock outstanding on the record date, April 23, 2026. The final results of the voting on the matters submitted to stockholders at the Annual Meeting are set forth below. Proposal 1: By the vote shown below, the stockholders elected the nominees for Class II directors. The Class II directors will serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The election of the nominees required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election). Name Votes For Votes Against Broker Non-Votes Sashi Brown 21,530,729 0 0 Jamila Mayfield 21,530,729 0 0 Proposal 2: By the vote shown below, the stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Approval of Proposal 2 required a majority of the votes by all stockholders present, virtually or by proxy, at the Annual Meeting. Votes For Votes Against Abstentions Broker Non-Votes 21,530,729 0 1,138,021 0 SIGNATURES 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 thereunto duly authorized. Lafayette Square USA, Inc. Date: June 9, 2026 By: /s/ Seren Tahiroglu Name: Seren Tahiroglu Title: Chief Financial Officer