RAND CAPITAL CORP

Previous wording

Our Board declared the following quarterly cash dividend during thethree months ended March 31, 2025:

Current wording

Our Board declared the following quarterly cash dividends during thesix months ended June 30, 2025:

Previous wording

On October 7, 2020, Rand, RCM and certain of their affiliates received an exemptive order from the SEC to permit the Corporation to co-invest in portfolio companies with certain affiliates, including other BDCs and registered investment companies managed by RCM and certain of its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements, subject to compliance with certain conditions (the “Order”). On March 29, 2021, the SEC granted Rand, RCM, Callodine, which holds a controlling interest in RCM, and certain of their affiliates a new exemptive order (the “New Order”) that superseded the Order and permits Rand to co-invest with affiliates managed by RCM and Callodine. Pursuant to the New Order, we are generally permitted to co-invest with affiliates covered by the New Order if a “required majority” (as defined in Section 57(o) of the 1940 Act) of Rand’s independent directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to Rand and its shareholders and do not involve overreaching in respect of Rand or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of Rand’s shareholders and is consistent with Rand’s investment objective and strategies and (3) the investment by Rand’s affiliates would not disadvantage Rand, and Rand’s participation would not be on a basis different from or less advantageous than that on which Rand’s affiliates are investing. In addition, on September 6, 2022, the SEC granted an amendment to the New Order to permit us to participate in follow-on investments in our existing portfolio companies with certain Affiliated Funds (as defined in the New Order) that do not hold any investments in such existing portfolio companies.

Current wording

On October 7, 2020, Rand, RCM and certain of their affiliates received an exemptive order from the SEC to permit the Corporation to co-invest in portfolio companies with certain affiliates, including other BDCs and registered investment companies managed by RCM and certain of its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements, subject to compliance with certain conditions (the “Order”). On March 29, 2021, the SEC granted Rand, RCM, Callodine, which holds a controlling interest in RCM, and certain of their affiliates a new exemptive order (the “New Order”) that superseded the Order and permits Rand to co-invest with affiliates managed by RCM and Callodine. Pursuant tothe New Order, we are generally permitted to co-invest with affiliates covered by the New Order if a “required majority” (as defined in Section 57(o) of the 1940 Act) of Rand’s independent directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to Rand and its shareholders and do not involve overreaching in respect of Rand or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of Rand’s shareholders and is consistent with Rand’s investment objective and strategies and (3) the investment by Rand’s affiliates would not disadvantage Rand, and Rand’s participation would not be on a basis different from or less advantageous than that on which Rand’s affiliates are investing. In addition, on September 6, 2022, the SEC granted an amendment to the New Order to permit us to participate in follow-on investments in our existing portfolio companies with certain Affiliated Funds (as defined in the New Order) that do not hold any investments in such existing portfolio companies.

Previous wording

Net asset value per share (NAV) was$21.99 at March 31, 2025 and$25.31 at December 31, 2024.

Current wording

Net asset value per share (NAV) was$19.10 at June 30, 2025 and$25.31 at December 31, 2024.

Previous wording

Cash approximated 7.6% of net assets at March 31, 2025, as compared to 1.3% of net assets at December 31, 2024.

Current wording

Cash approximated 7.8% of net assets at June 30, 2025, as compared to 1.3% of net assets at December 31, 2024.

Previous wording

Our total investments at fair value, as determined by RCM and approved by our Board, approximated 95% of net assets at March 31, 2025 as compared to approximately 108% of net assets at December 31, 2024.

Current wording

Our total investments at fair value, as determined by RCM and approved by our Board, approximated 92% of net assets at June 30, 2025 as compared to approximately 108% of net assets at December 31, 2024.

Previous wording

Our investment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, we are focused on investing in higher yielding debt instruments and related equity investments in privately held, lower middle market companies with a committed and experienced management team in a broad variety of industries. In the past, we have also invested in publicly traded shares of other business development companies that provided income through dividends and had more liquidity than our private company equity investments, but did not own any such shares of other business development companies as of March 31, 2025.

Current wording

Ourinvestment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, we are focused on investing in higher yielding debt instruments and related equity investments in privately held, lower middle market companies with a committed and experienced management team in a broad variety of industries. In the past, we have also invested in publicly traded shares of other business development companies that provided income through dividendsand had more liquidity than our private company equity investments, but did not own any such shares of other business development companies as of June 30, 2025.

Previous wording

The change in investments during the three months ended March 31, 2025, at cost, is comprised of the following:

Current wording

The change in investments during the six months ended June 30, 2025, at cost, is comprised of the following:

Previous wording

The total investment income during the three months ended March 31, 2025 was received from 18 portfolio companies. For the three months ended March 31, 2024, total investment income was received from 24 portfolio companies.

Current wording

The total investment income during the three months ended June 30, 2025 was received from 14 portfolio companies. For the three months ended June 30, 2024, total investment income was received from 22 portfolio companies.

Previous wording

Interest from portfolio companies – Interest from portfolio companies was approximately 8% lower during the three months ended March 31, 2025 versus the same period in 2024 due to the fact that several interest yielding investments were repaid during the last year and new debt instruments were not originated in replacement, rather such proceeds were used to repay outstanding borrowed amounts under the Credit Facility. Debt instruments were repaid by Hilton, Mattison, Nailbiter, Inc. (Nailbiter), Pressure Pro, and SciAps, Inc. (SciAps).

Current wording

Interest from portfolio companies – Interest from portfolio companies was approximately 24% lower during the three months ended June 30, 2025 versus the same period in 2024 due to the fact that several interest yielding investments were repaid during the last year and new debt instruments were not originated in replacement. The proceeds were used to repay outstanding borrowed amounts under the Credit Facility. Debt instruments were repaid by Hilton, Mattison, Nailbiter, Inc. (Nailbiter), Pressure Pro, and SciAps, Inc. (SciAps).

Previous wording

The capital gains incentive fee accrual (benefit) expense during the three months ended March 31, 2025 is due to the calculation of the capital gains fee as required by GAAP. We are required under GAAP to accrue capital gains incentive fees on the basis of net realized capital gains and losses and net unrealized gains and losses. Our capital gains incentive fee accrual reflects the capital gains incentive fees that would be payable to RCM if our entire investment portfolio was liquidated at its fair value as of the balance sheet date, even though RCM is not entitled to this capital gains incentive fee under the Investment Management Agreement with respect to unrealized gains unless and until such gains are realized. The decrease in expense during the three months ended March 31, 2025 is attributable to a net increase in net unrealized depreciation in excess of realized capital gains during the quarter.

Current wording

The capital gains incentive fee benefit during the three months ended June 30, 2025 is due to the calculation of the capital gains fee as required by GAAP. We are required under GAAP to accrue capital gains incentive fees on the basis of net realized capital gains and losses and net unrealized gains and losses. Our capital gains incentive fee accrual reflects the capital gains incentive fees that would be payable to RCM if our entire investment portfolio was liquidated at its fair value as of the balance sheet date, even though RCM is not entitled to this capital gains incentive fee under the Investment Management Agreement with respect to unrealized gains unless and until such gains are realized. The decrease in expense during the three months ended June 30, 2025 is attributable to a net increase in net unrealized depreciation during the quarter, which was primarily the result of the writedown of the valuation of our investment in Tilson by $9,500,000.

Previous wording

The decrease in interest expense resulted from lower average outstanding debt balances during the three months ended March 31, 2025 versus the same period in 2024 under the Credit Facility. Interest expense for the three months ended March 31, 2025 and 2024 was $36,486 and $390,020, respectively.

Current wording

The decrease in interest expense resulted from lower average outstanding debt balances under the Credit Facility during the three months ended June 30, 2025 versus the same period in 2024. Interest expense for the three months ended June 30, 2025 and 2024 was $25,417 and $393,172, respectively.

Previous wording

The base management fee payable to RCM under the Investment Management Agreement is calculated based upon total assets less cash, and, as investments are exited, the base management fee payable to RCM will decrease accordingly. The base management fee for the three months ended March 31, 2025 and 2024 was $252,208 and $302,595, respectively.

Current wording

The base management fee payable to RCM under the Investment Management Agreement is calculated based upon total assets less cash, and, as investments are exited or repaid, the base management fee payable to RCM will decrease accordingly. The base management fee for the three months ended June 30, 2025 and 2024 was $217,649 and $322,672, respectively.

Previous wording

The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the three months ended March 31, 2025 and 2024 was $1,218,115 and $839,585, respectively.

Current wording

The excess of investment income over total expenses, including income taxes, represents net investment income (loss). The net investment income (loss) for the three months ended June 30, 2025 and 2024 was $2,478,234 and ($517,195), respectively.

Previous wording

During the three months ended March 31, 2025, the valuation of our investments in FSS and ITA were decreased after a review of their operations and financial condition.

Current wording

During the three months ended June 30, 2025, the valuation of our investments in Carolina Skiff, FSS, Lumious, and MRES were decreased after a review of their operations and financial condition.

Previous wording

Ares, Barings, Carlyle, FS KKR, and Pennantpark are all publicly traded stocks, and as such, were marked to market at the end of the quarter, using the closing price on the last trading day of the quarter.

Current wording

Barings and FS KKR are publicly traded stocks, and as such, were marked to market at the end of each quarter, using the closing price on the last trading day of the quarter.

Previous wording

The valuation of our investment in Knoa, during the three months ended March 31, 2024, was decreased after a review of their commercial and financial operations.

Current wording

The valuation of our investment in Autotality, during the three months ended June 30, 2024, was decreased after a review of their operations and financial condition.

Previous wording

We account for our operations under GAAP for investment companies. The principal measure of our financial performance is "Net increase in net assets from operations" on our consolidated statements of operations. The net increase in net assets from operations for the three months ended March 31, 2025 and 2024 was $841,447 and $1,399,381, respectively.

Current wording

We account for our operations under GAAP for investment companies. The principal measure of our financial performance is “Net (decrease) increase in net assets from operations” on our consolidated statements of operations. The net (decrease) increase in net assets from operations for the three months ended June 30, 2025 and 2024 was ($7,736,154) and $7,737,773, respectively.

Previous wording

The income associated with the amortization of financing fees was $87,777 and $49,031 for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we recognized a prepayment fee of $167,187 from our debt investment in Mattison, a loan monitoring fee of $20,000 from our debt investment in Pressure Pro, a prepayment fee of $17,266 from our debt investment in Pressure Pro, and a loan modification fee of $15,000 from our investment in MRES. During the three months ended March 31, 2024, we recognized a loan monitoring fee of $20,000 from our investment in Pressure Pro, a prepayment fee of $10,982 from our investment in Pressure Pro, a loan monitoring fee of $8,814 from our investment in Mattison, a loan monitoring fee of $5,995 from our investment in Filterworks, and a loan modification fee of $5,000 from our investment in Lumious.

Current wording

The income associated with the amortization of financing fees was $138,956 and $101,834 for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, we recognized a prepayment fee of $167,187 from our debt investment in Mattison, a loan monitoring fee of $20,000 from our debt investment in Pressure Pro, a prepayment fee of $17,266 from our debt investment in Pressure Pro, and a loan modification fee of $15,000 from our investment in MRES.

Previous wording

The decrease in total expenses during the three months ended March 31, 2025 versus the same period in 2024 was primarily due to a $353,534 decrease in interest expense, a $187,300 decrease in the capital gains incentive fee expense, and a $50,387 decrease in base management fees payable to RCM. The decrease was partially offset by a $119,673 increase in the income based incentive fee expense.

Current wording

The decrease in total expenses during the six months ended June 30, 2025 versus the same period in 2024 was primarily due to a $3,318,300 decrease in the capital gains incentive fee expense, a $721,289 decrease in interest expense, and a $155,410 decrease in base management fees payable to RCM. The decrease was partially offset by a $119,673 increase in the income based incentive fee expense.

Previous wording

The income based incentive fee is calculated quarterly in accordance with the Investment Management Agreement. The income based incentive fee accrued during the three months ended March 31, 2025 was $119,673, and results from an increase in Pre-Incentive Fee Net Investment Income above the applicable hurdle rate during the three months ended March 31, 2025, as set forth and described in the Investment Management Agreement. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during such calendar quarter, minus our operating expenses for such calendar quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding any portion of the Incentive Fee). Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that we have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation.

Current wording

The income based incentive fee is calculated quarterly in accordance with the Investment Management Agreement. The income based incentive fee accrued during the six months ended June 30, 2025 was $119,673, and results from an increase in Pre-Incentive Fee Net Investment Income above the applicable hurdle rate during the three months ended March 31, 2025, as set forth and described in the Investment Management Agreement. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during such calendar quarter, minus our operating expenses for such calendar quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding any portion of the Incentive Fee). Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that we have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation.

Previous wording

During the three months ended March 31, 2025, we sold our warrant investment in Pressure Pro and recognized a realized gain of $870,000. In addition, during the three months ended March 31, 2025, we recognized a gain of $58,329 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. We also recognized a realized loss of ($25) on GoNoodle when the Series C warrant expired without exercise.

Current wording

During the six months ended June 30, 2025, we sold our warrant investment in Pressure Pro and recognized a realized gain of $870,000. In addition, during the six months ended June 30, 2025, we recognized a gain of $58,329 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. We also recognized a realized loss of ($25) on GoNoodle when the Series C warrant expired without exercise.

Previous wording

During the three months ended March 31, 2024, we recognized a net realized gain of $3,450,092 on the sale of 194,934 shares of Class A common stock of ACV Auctions, Inc. (ACV).

Current wording

During the six months ended June 30, 2024, we recognized a net realized gain of $3,450,092 on the sale of 194,934 shares of ACV Auctions, Inc. (ACV), a net realized gain of $598,371 on the sale of 86,000 shares of Carlyle, a net realized gain of $484,834 on the sale of 195,000 shares of Pennantpark, and a net realized gain of $176,794 on the sale of 21,000 shares of Ares. In addition, we recognized a realized gain of $397,264 from proceeds received from Tilson following a partial sale of certain SQF assets.

Previous wording

We sold our warrant investment in Pressure Pro during the three months ended March 31, 2025.

Current wording

We sold our warrant investment in Pressure Pro during the six months ended June 30, 2025.

Previous wording

In accordance with the Corporation’s valuation policy, we increased the value of our investments in EFINEA and Seybert's after a financial analysis of each of the portfolio companies indicating continued improved performance.

Current wording

In accordance with the Corporation’s valuation policy, we increased the value of our investments in EFINEA, First Coast Mulch, Mobile IV Nurses, and Seybert’s after a financial analysis of each of the portfolio companies indicating continued improved performance.

Previous wording

The change in net unrealized appreciation (depreciation), before income taxes, for the three months ended March 31, 2024, was comprised of the following:

Current wording

The change in net unrealized appreciation (depreciation), before income taxes, for the six months ended June 30, 2024, was comprised of the following:

Previous wording

Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-on portfolio investments, pay distributions to our shareholders and respond to other general business demands. As of March 31, 2025, our total liquidity consisted of approximately $4,933,000 in cash and $22,437,163 of unused availability on our Credit Facility.

Current wording

Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-on portfolio investments, pay distributions to our shareholders and respond to other general business demands. As of June 30, 2025, our total liquidity consisted of approximately $4,420,000 in cash and approximately $20,200,000 of unused availability on our Credit Facility.

Previous wording

During 2022, we entered into a $25 million Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions, if any) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, if any, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027. There was no outstanding balance drawn on the Credit Facility at March 31, 2025. Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was $22,437,163 at March 31, 2025.

Current wording

During 2022, we entered into a $25 million Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions, if any) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, if any, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027. There was no outstanding balance drawn on the Credit Facility at

Previous wording

Our borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At March 31, 2025, our applicable interest rate was 7.91%.

Current wording

Our borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At June 30, 2025, our applicable interest rate was 7.95%.

Previous wording

For the three months ended March 31, 2025, we experienced a net increase in cash of approximately $4,098,000, which is a net effect of approximately $7,729,000 of net cash provided by our operating activities and approximately $3,631,000 of net cash used in our financing activities.

Current wording

For the six months ended June 30, 2025, we experienced a net increase in cash of approximately $3,585,000, which is a net effect of approximately $8,077,000 of net cash provided by our operating activities and approximately $4,492,000 of net cash used in our financing activities.

Previous wording

The $7,729,000 of net cash provided by our operating activities during the three months ended March 31, 2025 resulted primarily from net investment income of approximately $1,218,000, approximately $9,325,000 from the sales of equity investments and repayments of debt investments, and an approximately $45,000 net decrease in operating assets. This was partially offset by approximately $375,000 used to fund new or follow-on portfolio company investments, approximately $624,000 in non-cash interest income, and an approximately $1,846,000 net decrease in operating liabilities.

Current wording

The $8,077,000 of net cash provided by our operating activities during the six months ended June 30, 2025 resulted primarily from net investment income of approximately $3,696,000, approximately $9,446,000 from the sales of equity investments and repayments of debt investments, and an approximately $21,000 net decrease in operating assets. This was partially offset by approximately $410,000 used to fund new or follow-on portfolio company investments, approximately $1,224,000 in non-cash interest income, and an approximately $3,431,000 net decrease in operating liabilities.

Previous wording

Net cash used in financing activities during the three months ended March 31, 2025 was approximately $3,631,000. This is comprised of $600,000 repaid on the Credit Facility and approximately $3,031,000 in cash dividends paid to shareholders.

Current wording

Net cash used in financing activities during the six months ended June 30, 2025 was approximately $4,492,000. This is comprised of $600,000 repaid on the Credit Facility and approximately $3,892,000 in cash dividends paid to shareholders.