RAND CAPITAL CORP

Previous wording

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report that do not relate to present or historical conditions are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by us from time to time, and forward-looking statements may be included in documents that are filed with the SEC. Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including statements related to our investment strategies and our intention to co-invest with certain of our affiliates; the impact of our election as a RIC for U.S. federal tax purposes on the payment of corporate level U.S. federal income taxes by Rand; statements regarding our liquidity and financial resources; statements regarding any capital gains fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the capital gains fee that may be payable to RCM for 2025; and statements regarding our compliance with the RIC requirements as of June 30, 2025; and statements regarding future dividend payments, and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions are intended to identify forward-looking statements. Among the important factors on which such statements are based are assumptions concerning the state of the United States economy and the local markets in which our portfolio companies operate, the state of the securities markets in which the securities of our portfolio companies could be traded, liquidity within the United States financial markets, and inflation. Forward-looking statements are also subject to the risks and uncertainties described under the caption “Risk Factors” contained in Part II, Item 1A of this report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report that do not relate to present or historical conditions are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by us from time to time, and forward-looking statements may be included in documents that are filed with the SEC. Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including statements related to our investment strategies and our intention to co-invest with certain of our affiliates; the impact of our election as a RIC for U.S. federal tax purposes on the payment of corporate level U.S. federal income taxes by Rand; statements regarding our liquidity and financial resources; statements regarding any capital gains fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the capital gains fee that may be payable to RCM for 2025; and statements regarding our compliance with the RIC requirements as of September 30, 2025; statements regarding future dividend payments; and statements regarding the shutdown of the U.S. federal government and its impact on us and our business, and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions are intended to identify forward-looking statements. Among the important factors on which such statements are based are assumptions concerning the state of the United States economy and the local markets in which our portfolio companies operate, the state of the securities markets in which the securities of our portfolio companies could be traded, liquidity within the United States financial markets, and inflation. Forward-looking statements are also subject to the risks and uncertainties described under the caption “Risk Factors” contained in Part II, Item 1A of this report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, our asset coverage requirement under the 1940 Act for senior securities was changed from 200% to 150%, effective January 24, 2025. We monitor our compliance with this coverage ratio on a regular basis. As of June 30, 2025, we had no senior securities outstanding and, as a result, our asset coverage ratio for senior securities as of June 30, 2025 is incalculable. For a discussion of the risks associated with our adoption of a modified asset coverage requirement of 150%, please see the discussion of risks under the caption “Risk Factors – Risks related to our Indebtedness” contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Notwithstanding the reduction of our asset coverage requirement under the 1940 Act from 200% to 150% effective January 24, 2025, under the terms of the Credit Agreement, we are required to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less 300%.

Current wording

On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, our asset coverage requirement under the 1940 Act for senior securities was changed from 200% to 150%, effective January 24, 2025. We monitor our compliance with this coverage ratio on a regular basis. As of September 30, 2025, we had no senior securities outstanding and, as a result, our asset coverage ratio for senior securities as of September 30, 2025 is incalculable. For a discussion of the risks associated with our adoption of a modified asset coverage requirement of 150%, please see the discussion of risks under the caption “Risk Factors – Risks related to our Indebtedness” contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Notwithstanding the reduction of our asset coverage requirement under the 1940 Act from 200% to 150% effective January 24, 2025, under the terms of the Credit Agreement, we are required to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less than 300%.

Previous wording

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

Current wording

Our Board declared the following quarterly cash dividends during thenine months ended September 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 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.

Current wording

On October 7, 2020, Rand, RCM and certain of RCM’s affiliates received an exemptive order from U.S. Securities and Exchange Commission (the “SEC”) to permit Rand to co-invest in portfolio companies with certain affiliates, including other BDCs and registered investment companies managed by RCM and certain of RCM’s affiliates, in a manner consistent with Rand’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements, subject to compliance with certain conditions (the “First Order”). On March 29, 2021, the SEC granted Rand, RCM, Callodine, which holds a controlling interest in RCM, and certain of RCM’s affiliates a new exemptive order (the “Second Order”) that superseded the First Order and permits Rand to co-invest with affiliates managed by RCM and Callodine. Pursuant to the Second Order, Rand is generally permitted to co-invest with affiliates covered by the Second 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 Second Order to permit Rand to participate in follow-on investments in our existing portfolio companies with certain Affiliated Funds (as defined in the Second Order) that do not hold any investments in such existing portfolio companies.

Previous wording

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

Current wording

Net asset value per share (NAV) was$18.06 at September 30, 2025 and$25.31 at December 31, 2024.

Previous wording

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

Current wording

Cash approximated 17.7% of net assets at September 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 92% of net assets at June 30, 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 83% of net assets at September 30, 2025 as compared to approximately 108% of net assets at December 31, 2024.

Previous 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.

Current 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 September 30, 2025.

Previous wording

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

Current wording

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

Previous 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.

Current wording

The total investment income during the three months ended September 30, 2025 was received from 15 portfolio companies. For the three months ended September 30, 2024, total investment income was received from 21 portfolio companies.

Previous 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).

Current wording

Interest from portfolio companies – Interest from portfolio companies was approximately 27% lower during the three months ended September 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, Lumious, Mattison, Nailbiter, Inc. (Nailbiter), Pressure Pro, SciAps, Inc. (SciAps), and Seybert’s.

Previous wording

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Interest can also be shifted from current cash payment to PIK as part of a loan modification. For the three months ended June 30, 2025 and 2024, 37.4% and 21.8%, respectively, of our total investment income was attributable to non-cash PIK interest income.

Current wording

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Interest can also be shifted from current cash payment to PIK as part of a loan modification. For the three months ended September 30, 2025 and 2024, 39.1% and 24.5%, respectively, of our total investment income was attributable to non-cash PIK interest income.

Previous wording

The income associated with the amortization of financing fees was $51,179 and $52,803 for the three months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2024, we recognized a prepayment fee of $14,800 from our investment in Pressure Pro.

Current wording

The income associated with the amortization of financing fees was $69,412 and $52,803 for the three months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025, we recognized a monitoring fee of $11,589 from our investment in First Coast Mulch. During the three months ended September 30, 2024, we recognized a prepayment fee of $146,300 from our debt investment in SciAps, a loan modification fee of $4,929 from our debt investment in SciAps, and a monitoring fee of $11,589 from our investment in First Coast Mulch.

Previous 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.

Current wording

The decrease in total expenses during the three months ended September 30, 2025 versus the same period in 2024 was primarily due to a $313,000 decrease in the capital gains incentive fee expense, a $219,590 decrease in interest expense, a $124,883 decrease in base management fee expense, and a $111,713 decrease in the income based incentive fee expense.

Previous 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.

Current wording

The capital gains incentive fee expense during the three months ended September 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. At September 30, 2025, no fee would be due based on net portfolio depreciation, and accordingly no capital gains incentive fee expense was recognized during the three months ended September 30, 2025. For the three months ended September 30, 2024, the capital gains incentive fee expense was $313,000.

Previous 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.

Current wording

The decrease in interest expense resulted from lower average outstanding debt balances under the Credit Facility during the three months ended September 30, 2025 versus the same period in 2024. Interest expense for the three months ended September 30, 2025 and 2024 was $25,416 and $245,006, 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 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.

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 expense for the three months ended September 30, 2025 and 2024 was $184,382 and $309,265, respectively.

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 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.

Current wording

The income based incentive fee is calculated quarterly in accordance with the Investment Management Agreement. The income based incentive fees accrued during the three months ended September 30, 2025 and 2024 was $66,505 and $178,218, respectively, and is a result of Pre-Incentive Fee Net Investment Income above the applicable hurdle rate during the applicable quarter, 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

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.

Current 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 September 30, 2025 and 2024 was $992,579 and $887,035, respectively.

Previous 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.

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 September 30, 2025 and 2024 was ($2,231,194) and $2,636,516, respectively.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024:

Current wording

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024:

Previous wording

The total investment income during the six months ended June 30, 2025 was received from 17 portfolio companies. For the six months ended June 30, 2024, total investment income was received from 24 portfolio companies.

Current wording

The total investment income during the nine months ended September 30, 2025 was received from 18 portfolio companies. For the nine months ended September 30, 2024, total investment income was received from 24 portfolio companies.

Previous wording

Interest from portfolio companies – Interest from portfolio companies was approximately 16% lower during the six 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, Pressure Pro, and SciAps.

Current wording

Interest from portfolio companies – Interest from portfolio companies was approximately 20% lower during the nine months ended September 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, Lumious, Mattison, Nailbiter, Pressure Pro, SciAps, and Seybert’s.

Previous wording

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Interest can also be shifted from current cash payment to PIK as part of a loan modification. For the six months ended June 30, 2025 and 2024, 33.9% and 18.9%, respectively, of our total investment income was attributable to non-cash PIK interest income.

Current wording

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Interest can also be shifted from current cash payment to PIK as part of a loan modification. For the nine months ended September 30, 2025 and 2024, 35.5% and 20.8%, respectively, of our total investment income was attributable to non-cash PIK interest income.

Previous wording

Interest from other investments - The increase in interest from other investments is primarily due to higher average cash balances during the six months ended June 30, 2025 versus the same period in 2024.

Current wording

Interest from other investments - The increase in interest from other investments is primarily due to higher average cash balances during the nine months ended September 30, 2025 versus the same period in 2024.

Previous 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.

Current wording

The income associated with the amortization of financing fees was $208,368 and $154,637 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 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, a loan modification fee of $15,000 from our investment in MRES, and a monitoring fee of $11,589 from our investment in First Coast Mulch.

Previous wording

During the six months ended June 30, 2024, we recognized prepayment fees totaling $25,782 from our investment in Pressure Pro, a loan monitoring fee of $20,000 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 Autotality, and a loan modification fee of $5,000 from our investment in Lumious.

Current wording

During the nine months ended September 30, 2024, we recognized a prepayment fee of $146,300 from our debt investment in SciAps, a loan modification fee of $4,929 from our debt investment in SciAps, prepayment fees totaling $25,782 from our investment in Pressure Pro, a loan monitoring fee of $20,000 from our investment in Pressure Pro, a loan monitoring fee of $11,589 from our investment in First Coast Mulch, 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.

Previous wording

The decrease in total expenses during the three months ended June 30, 2025 versus the same period in 2024 was primarily due to a $3,131,000 decrease in the capital gains incentive fee expense, a $367,755 decrease in interest expense, and a $105,023 decrease in base management fees payable to RCM.

Current wording

The decrease in total expenses during the nine months ended September 30, 2025 versus the same period in 2024 was primarily due to a $3,631,300 decrease in the capital gains incentive fee expense, a $940,879 decrease in interest expense, and a $280,293 decrease in base management fee expense.

Previous wording

The capital gains incentive fee benefit during the six 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 six months ended June 30, 2025 is attributable to a net increase in net unrealized depreciation in excess of realized capital gains during the period, which was primarily the result of the writedown of the valuation of our investment in Tilson by $9,500,000.

Current wording

The capital gains incentive fee benefit during the nine months ended September 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 nine months ended September 30, 2025 is attributable to a net increase in net unrealized depreciation in excess of realized capital gains during the period, which was primarily the result of the writedown in valuation and subsequent realized loss of our investment in Tilson.

Previous wording

The decrease in interest expense resulted from lower average outstanding debt balances under the Credit Facility during the six months ended June 30, 2025 versus the same period in 2024. Interest expense for the six months ended June 30, 2025 and 2024 was $61,903 and $783,192, respectively.

Current wording

The decrease in interest expense resulted from lower average outstanding debt balances under the Credit Facility during the nine months ended September 30, 2025 versus the same period in 2024. Interest expense for the nine months ended September 30, 2025 and 2024 was $87,319 and $1,028,198, 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 or repaid, the base management fee payable to RCM will decrease accordingly. The base management fee for the six months ended June 30, 2025 and 2024 was $469,857 and $625,267, 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 expense for the nine months ended September 30, 2025 and 2024 was $654,239 and $934,532, respectively.

Previous wording

The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the six months ended June 30, 2025 and 2024 was $3,696,349 and $322,390, respectively.

Current wording

The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the nine months ended September 30, 2025 and 2024 was $4,688,928 and $1,209,425, respectively.

Previous 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.

Current wording

During the nine months ended September 30, 2025, we sold our warrant investment in Pressure Pro and recognized a realized gain of $870,000. In addition, during the nine months ended September 30, 2025, we recognized a gain of $55,357 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. We also recognized a net realized loss of ($77,314) on our loan investment in Lumious and a realized loss of ($25) on GoNoodle when the Series C warrant expired without being exercised.

Previous 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.

Current wording

During the nine months ended September 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

During the three months ended June 30, 2024, we liquidated our investment in Knoa Software, Inc. (Knoa), which was previously valued at $0, and recognized a realized loss of ($1,229,155).

Current wording

During the nine months ended September 30, 2024, we liquidated our investment in Knoa Software, Inc. (Knoa), which was previously valued at $0, and recognized a realized loss of ($1,229,155).

Previous wording

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

Current wording

We exited our investments Tilson and Pressure Pro during the nine months ended September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We sold our investments in ACV, Ares, Carlyle, Knoa and Pennantpark during the six months ended June 30, 2024.

Current wording

We sold our investments in ACV, Ares, Barings, Carlyle, FS KKR, Knoa, Mezmeriz, and Pennantpark during the nine months ended September 30, 2024.

Previous 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 six months ended June 30, 2025 and 2024 was ($6,894,707) and $9,137,154, 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 nine months ended September 30, 2025 and 2024 was ($9,125,901) and $11,773,670, respectively.