Filed Pursuant to Rule 424(b)(3)
Registration No. 333-277103
CNL STRATEGIC CAPITAL, LLC
SUPPLEMENT NO. 21 DATED MAY 22, 2026
TO THE PROSPECTUS DATED APRIL 7, 2025
We are providing this Supplement No. 21 to you in order to supplement our prospectus dated April 7, 2025 (as supplemented to date, the “Prospectus”). This supplement provides information that shall be deemed part of, and must be read in conjunction with, the Prospectus. Capitalized terms used in this supplement have the same meanings in the Prospectus unless otherwise stated herein. The terms “we,” “our,” “us” and “Company” refer to CNL Strategic Capital, LLC.
Before investing in our shares, you should read the entire Prospectus and this supplement, and consider carefully our investment objectives, risks, fees and expenses. You should also carefully consider the information disclosed in the section of the Prospectus captioned “Risk Factors” before you decide to invest in our shares.
The purpose of this supplement is to disclose the following:
| · | the adjusted per share public offering price for each class of our shares; |
| · | information about our distributions; |
| · | the Company’s net asset value for the month ended April 30, 2026; |
| · | certain return information for all outstanding classes of shares; and |
| · | updates to the “Our Portfolio” section. |
Public Offering Price Adjustment
On May 22, 2026, the board of directors (the “Board”) approved the new per share public offering price for each share class in this offering. The new public offering prices will be effective as of May 29, 2026 and will be used for the Company’s next monthly closing for subscriptions on May 29, 2026. As of the date of this supplement, all references throughout the Prospectus to the per share public offering price for each share class available in this offering are hereby updated to reflect the new per share public offering prices stated in the table below. The purchase price for Class A, Class T, Class D, and Class I shares purchased under our distribution reinvestment plan will be equal to the net asset value per share for each share class as of April 30, 2026. The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in this offering:
| Class A | Class T | Class D | Class I | |||||||||||||
| Public Offering Price, Per Share | $ | 42.20 | $ | 40.45 | $ | 38.33 | $ | 39.02 | ||||||||
| Selling Commissions, Per Share | $ | 2.53 | $ | 1.21 | ||||||||||||
| Dealer Manager Fees, Per Share | $ | 1.06 | $ | 0.71 | ||||||||||||
We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650.
Declaration of Distributions
The following table supplements the section entitled “Distribution Policy” which begins on page 54 of this Prospectus. On May 22, 2026, the Board declared cash distributions on the outstanding shares of all classes of our common shares based on a monthly record date, as set forth below:
Distribution Record Date | Distribution Payment Date | Declared Distribution Per Share for Each Share Class | ||||||||||||||||||||||
| Class FA | Class A | Class T | Class D | Class I | Class S | |||||||||||||||||||
| June 26, 2026 | June 29, 2026 | $0.104167 | $ | 0.104167 | $ | 0.083333 | $ | 0.093750 | $ | 0.104167 | $ | 0.104167 | ||||||||||||
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Determination of Net Asset Value for Outstanding Shares for the month ended April 30, 2026
On May 22, 2026, the Board determined the Company’s net asset value per share for each share class in a manner consistent with the Company’s valuation policy, as described under “Determination of Net Asset Value” in this Prospectus. This table provides the Company’s aggregate net asset value and net asset value per share for its Class FA, Class A, Class T, Class D, Class I, and Class S shares as of April 30, 2026 (in thousands, except per share data):
Month Ended April 30, 2026 | Class FA | Class A |
Class T |
Class D | Class I |
Class S | Total | |||||||||||||||||||||
| Net Asset Value | $ | 159,709 | $ | 360,049 | $ | 75,824 | $ | 114,665 | $ | 683,031 | $ | 73,690 | $ | 1,466,968 | ||||||||||||||
| Number of Outstanding Shares | 3,660 | 9,326 | 1,968 | 2,992 | 17,505 | 1,671 | 37,122 | |||||||||||||||||||||
| Net Asset Value, Per Share | $ | 43.63 | $ | 38.61 | $ | 38.53 | $ | 38.33 | $ | 39.02 | $ | 44.11 | ||||||||||||||||
| Net Asset Value, Per Share Prior Month | $ | 43.58 | $ | 38.61 | $ | 38.54 | $ | 38.33 | $ | 39.03 | $ | 44.07 | ||||||||||||||||
| Increase/Decrease in Net Asset Value, Per Share from Prior Month | $ | 0.05 | $ | — | ($ | 0.01 | ) | $ | — | ($ | 0.01 | ) | $ | 0.04 | ||||||||||||||
The change in the Company’s net asset value per share for each applicable share class for the month ended April 30, 2026 was primarily driven by the increases in the fair value of ten out of eighteen of the Company’s portfolio company investments. The fair value of eight of the Company’s portfolio company investments decreased during the same period. As of April 30, 2026, the Company had total assets of approximately $1.50 billion.
Return Information
The following table illustrates year-to-date (“YTD”), trailing 12 months (“1-Year Return”), 3-Year Return, 5-Year Return, Annualized Return Since Inception, and cumulative total returns through April 30, 2026 (“Cumulative Total Return”), with and without upfront sales load, as applicable:
| YTD Return(1) | 1-Year Return(2) | 3-Year Return(3) | 5-Year Return(4) | Annualized Return Since Inception(5) | Cumulative Total Return(5) | Cumulative Return Period | ||||||||
| Class FA (no sales load) | 2.4% | 10.8% | 34.8% | 64.2% | 10.9% | 135.1% | February 7, 2018 – April 30, 2026 | |||||||
| Class FA (with sales load) | -4.3% | 3.6% | 26.0% | 53.6% | 10.0% | 119.8% | February 7, 2018 – April 30, 2026 | |||||||
| Class A (no sales load) | 2.2% | 9.8% | 31.2% | 53.2% | 9.9% | 114.5% | April 10, 2018 – April 30, 2026 | |||||||
| Class A (with sales load) | -6.5% | 0.5% | 20.1% | 40.2% | 8.7% | 96.2% | April 10, 2018 – April 30, 2026 | |||||||
| Class I | 2.1% | 9.5% | 30.6% | 52.7% | 10.0% | 115.8% | April 10, 2018 – April 30, 2026 | |||||||
| Class T (no sales load) | 1.9% | 8.9% | 28.2% | 48.0% | 9.0% | 98.1% | May 25, 2018 – April 30, 2026 | |||||||
| Class T (with sales load) | -3.0% | 3.7% | 22.1% | 41.0% | 8.3% | 88.7% | May 25, 2018 – April 30, 2026 | |||||||
| Class D | 2.0% | 9.5% | 30.4% | 52.3% | 9.4% | 102.6% | June 26, 2018 – April 30, 2026 | |||||||
| Class S (no sales load) | 2.4% | 10.7% | 35.2% | 63.8% | 11.9% | 98.6% | March 31, 2020 – April 30, 2026 | |||||||
| Class S (with sales load) | -1.2% | 6.8% | 30.5% | 58.1% | 11.3% | 91.6% | March 31, 2020 – April 30, 2026 |
(1) For the period from January 1, 2026 through April 30, 2026.
(2) For the period from May 1, 2025 through April 30, 2026.
(3) For the period from May 1, 2023 through April 30, 2026.
(4) For the period from May 1, 2021 through April 30, 2026.
(5) For the period from the date the first share was issued for each respective share class through April 30, 2026. The Annualized Return Since Inception captures the average annual performance over the return period. It is calculated as a geometric average, meaning it captures the effects of compounding over time.
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Total return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. For details regarding applicable sales load, please see the “Plan of Distribution” section in the Company’s Prospectus. Class I and Class D shares have no upfront sales load.
For the four months ended April 30, 2026, sources of declared distributions on a GAAP basis were as follows:
Four Months Ended April 30, 2026 | ||||||||
Amount (in 000s) | % of Total Distributions Declared | |||||||
| Net investment income1 | $ | 8,125 | 54.3 | % | ||||
| Net realized gains | — | — | % | |||||
| Distributions in excess of net investment income and net realized gains2 | 6,833 | 45.7 | % | |||||
| Total distributions declared | $ | 14,958 | 100.0 | % | ||||
Cash distributions net of distributions reinvested during the period presented were funded from the following sources:
Four Months Ended April 30, 2026 | ||||||||
Amount (in 000s) | % of Cash Distributions Net of Distributions Reinvested | |||||||
| Net investment income before expense support (reimbursement) | $ | 8,125 | 114.1 | % | ||||
| Expense support (reimbursement) | — | — | % | |||||
| Net investment income | $ | 8,125 | 114.1 | % | ||||
| Net realized gains | — | — | % | |||||
| Cash distributions net of distributions reinvested in excess of net investment income and net realized gains2 | — | — | % | |||||
| Cash distributions declared net of distributions reinvested3 | $ | 7,122 | 100.0 | % | ||||
1 There was no expense support (reimbursement) due from the Manager and Sub-Manager for the four months ended April 30, 2026.
2 Consists of distributions made from offering proceeds for the period presented.
3 For the four months ended April 30, 2026, excludes $7,836 of distributions reinvested pursuant to our distribution reinvestment plan.
For the years ended December 31, 2025, 2024, 2023, 2022, 2021, 2020, 2019, and 2018 distributions were paid from multiple sources and these sources included net investment income before expense support (reimbursement) of 47.4%, 55.6%, 76.9%, 76.3%, 65.2%, 42.3%, 61.7%, and 85.2%, reimbursable expense support of 2.2%, 0.1%, 0.0%, 0.0%, 0.0%, 33.2%, 23.5% and 11.1%, and offering proceeds of 45.9%, 44.3%, 23.1%, 23.7%, 34.8%, 24.5%, 14.8% and 3.7%, respectively. For the year ended December 31, 2025, 4.5% of distributions were additionally paid from realized gains. If the Company receives additional expense support now or in the future, it will be required to repay expense support to the Manager and Sub-Manager in future periods which may reduce future income available for distributions. For additional information regarding sources of distributions, please see the annual and quarterly reports the Company files with the Securities and Exchange Commission. We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650. The calculation of the Company’s net asset value is a calculation of fair value of the Company’s assets less the Company’s outstanding liabilities.
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Our Portfolio
The following disclosure is added as new paragraph in the sub-section entitled “Growth Opportunities” under the section “Blue Ridge ESOP Associates” contained within the “Our Portfolio” section, which appears on page 97 of the Prospectus.
| · | In May 2026, we made an additional equity investment in Blue Ridge of approximately $12.9 million to partially finance Blue Ridge’s acquisition of Economic Group Pension Services (“EGPS”). Established in 1971 and based in New York, EGPS is a retirement plan services firm that offers plan design, administration, actuarial consulting, and 3(16) fiduciary services for all types of retirement plans. We believe the addition of EGPS fundamentally transforms the Blue Ridge’s size and scale while broadening its service portfolio and geographic footprint to better serve plan sponsors, advisors, and channel partners. |
The following disclosure is added as new paragraph in the sub-section entitled “Growth Opportunities” under the section “USA Water” contained within the “Our Portfolio” section, which appears on page 97 of the Prospectus.
| · | In January 2026, USA Water acquired DigDug Construction, LLC (“DigDug”). Headquartered in Austin, Texas, DigDug provides construction services to a wide range of stormwater, pond systems, including retention, detention, biofiltration, and water quality ponds. DigDug provides full-service construction, maintenance, inspection and best management practice compliance services to its customers. |
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