BlackRock TCP Capital Corp.

Previous wording

our ability to maintain our qualification as a RIC and as a BDC; and

Current wording

our ability to maintain our qualification as a RIC and as a BDC;

Previous wording

The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC ("TCPC Funding II") TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”) and BCIC Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of SVCP (“Merger Sub”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the 1934 Act and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC ("BCIA"), an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.

Current wording

The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified

Previous wording

Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally issued by BlackRock Capital Investment Corporation, a Delaware corporation ("BCIC"), and assumed by Merger Sub ("Merger Sub Facility"), unsecured notes due December 2025 originally issued by BCIC and assumed by Merger Sub (the "2025 Notes"), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2029 (the “2029 Notes”) and $141.5 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, Merger Sub Facility, the 2025 Notes, the 2026 Notes and the 2029 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on August 23, 2024, debt included $250.0 million in unsecured notes due August 2024 issued by the Company (the "2024 Notes").

Current wording

by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally issued by BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), and assumed by Merger Sub (“Merger Sub Facility”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2029 (the “2029 Notes”) and $111.2 million in committed leverage from the SBA (the “SBA Program”) and, together with the Operating Facility, Funding Facility II, Merger Sub Facility, the 2026 Notes and the 2029 Notes, the “Leverage Program”). Prior to being repaid on August 23, 2024, debt included $250.0 million in unsecured notes due August 2024 issued by the Company (the “2024 Notes”). Prior to being repaid on July 31, 2025, debt included $92.0 million in unsecured notes which were due December 2025 and originally issued by BCIC and assumed by Merger Sub (the “2025 Notes”).

Previous wording

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of December 31, 2024, 83.1% of our total assets were invested in qualifying assets.

Current wording

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of December 31, 2025, 83.0% of our total assets were invested in qualifying assets.

Previous wording

As of December 31, 2023, 0.0% of our investments were categorized as Level 1, 3.0% were categorized as Level 2, 96.9% were categorized as Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Valuation Designee.

Current wording

As of December 31, 2025, 0.0% of our investments were categorized as Level 1, 0.0% were categorized as Level 2, 99.9% were categorized as Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Valuation Designee.

Previous wording

During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $219.6 million, or 97.1% of total acquisitions, were in senior secured loans, $2.2 million, or 1.0% of total acquisitions, were in senior secured notes. The remaining $4.3 million, or 1.9% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of investments during the year ended December 31, 2023.

Current wording

During the year ended December 31, 2025, we invested approximately $276.1 million, comprised of new investments in 23 new and 16 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $259.4 million, or 94.0% of total acquisitions, were in senior secured loans. The remaining $16.7 million, or 6.0% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $352.8 million in proceeds from sales or repayments of investments during the year ended December 31, 2025.

Previous wording

At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company investment based on fair value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of our portfolio at December 31, 2023.

Current wording

At December 31, 2025, our consolidated investment portfolio of $1,533.3 million (at fair value) consisted of 141 portfolio companies and was invested 92.5% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 88.6% in senior secured loans, 3.9% in senior secured notes, 0.0% in unsecured debt and 7.5% in equity investments. Our average portfolio company investment at fair value was approximately $10.9 million. Our largest portfolio company investment based on fair value was approximately 7.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 23.1% of our portfolio at December 31, 2025.

Previous wording

The weighted average effective yield of our debt portfolio based on fair value was 12.4% at December 31, 2024 and 14.1% at December 31, 2023, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 11.1% at December 31, 2024 and 13.3% at December 31, 2023. At December 31, 2024, 94.5% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.5% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.5% at December 31, 2024. Debt and preferred equity investments in twelve portfolio companies were on non-accrual status as of December 31, 2024, representing 5.6% of the portfolio at fair value and 14.4% at cost. At December 31, 2023, 95.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.0% at December 31, 2023. Debt and preferred equity investments in four portfolio companies were on non-accrual status as of December 31, 2023, representing 2.0% of the portfolio at fair value and 3.7% at cost.

Current wording

The weighted average effective yield of our debt portfolio based on fair value was 11.1% at December 31, 2025 and 12.4% at December 31, 2024, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 10.2% at December 31, 2025 and 11.1% at December 31, 2024. At December 31, 2025, 94.2% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or the Prime Rate, and 5.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.1% at December 31, 2025. Debt and preferred equity investments in fourteen portfolio companies were on non-accrual status as of December 31, 2025, representing 4.0% of the portfolio at fair value and 9.7% at cost. At December 31, 2024, 94.5% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.5% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.5% at December 31, 2024. Debt and preferred equity investments in twelve portfolio companies were on non-accrual status as of December 31, 2024, representing 5.6% of the portfolio at fair value and 14.4% at cost.

Previous wording

Investment income totaled $259.4 million, $209.3 million and $181.0 million, respectively, for the years ended December 31, 2024, 2023 and 2022, of which $251.4 million, $205.1 million and $172.8 million were attributable to interest and fees on our debt investments, $7.9 million, $3.8 million and $7.2 million to dividend income and $0.1 million, $0.4 million and $1.0 million to other income, respectively. Included in interest and fees on our debt investments were $16.5 million, $1.8 million and $8.3 million of non-recurring income related to prepayments and $1.1 million, $0.9 million and $0.5 million in amendment fees for the years ended December 31, 2024, 2023 and 2022, respectively. The increase in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest income due to additional investment income earned on investments acquired as a result of the Merger and higher SOFR rates during the year ended December 31, 2024. The increase in investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower dividend income and other income received during the year ended December 31, 2023.

Current wording

Investment income totaled $201.8 million, $259.4 million and $209.3 million, respectively, for the years ended December 31, 2025, 2024 and 2023, of which $194.0 million, $251.4 million and $205.1 million were attributable to interest and fees on our debt investments, $7.7 million, $7.9 million and $3.8 million to dividend income and $0.1 million, $0.1 million and $0.4 million to other income, respectively. Included in interest and fees on our debt investments were $6.0 million, $16.5 million and $1.8 million of non-recurring income related to prepayments and $1.1 million, $1.1 million and $0.9 million in amendment fees for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the year ended December 31, 2025. The increase in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest income due to additional investment income earned on investments acquired as a result of the Merger and higher SOFR rates during the year ended December 31, 2024.

Previous wording

Total operating expenses for the years ended December 31, 2024, 2023 and 2022 were $127.2 million, $102.5 million and $92.6 million, respectively, comprised of $72.2 million, $47.8 million and $39.4 million in interest expense and related fees, $24.5 million, $24.0 million and $26.3 million in base management fees, $19.2 million, $22.6 million and $18.8 million in incentive fee expense, $3.2 million, $2.2 million and $1.8 million in professional fees, $2.4 million, $1.5 million and $1.8 million in administrative expenses and $5.7 million, $4.4 million and $4.5 million in other expenses, respectively. The increase in operating expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest expense as a result of the higher debt outstanding assumed as a result of the Merger and the issuance of the 2029 Notes during the year ended December 31, 2024. The increase in operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects an increase in interest expense due to the rise in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the year ended December 31, 2023.

Current wording

Total operating expenses for the years ended December 31, 2025, 2024 and 2023 were $92.0 million, $127.2 million and $102.5 million, respectively, comprised of $66.1 million, $72.2 million and $47.8 million in interest expense and related fees, $21.8 million, $24.5 million and $24.0 million in base management fees, $3.7 million, $3.2 million and $2.2 million in professional fees, $1.9 million, $2.4 million and $1.5 million in administrative expenses, $0.0 million, $19.2 million and $22.6 million in incentive fee expense, and $5.8 million, $5.7 million and $4.4 million in other expenses, respectively, offset by $7.3 million, $0.0 million and $0.0 million in management fee waivers. The decrease in operating expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in incentive fee expense due to the Company not accruing incentive fees during the year ended December 31, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle, a decrease in interest expense due to lower SOFR rates during the year ended December 31, 2025 and as a result of lower debt outstanding, and a decrease in management fees due to the application of a management fee waiver during the year ended December 31, 2025. The increase in operating expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest expense as a result of the higher debt outstanding assumed as a result of the Merger and the issuance of the 2029 Notes during the year ended December 31, 2024.

Previous wording

Net investment income was $131.8 million, $106.6 million and $88.4 million, respectively, for the years ended December 31, 2024, 2023 and 2022. The increase in net investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the year ended December 31, 2024. The increase in net investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the year ended December 31, 2023.

Current wording

Net investment income was $109.1 million, $131.8 million and $106.6 million, respectively, for the years ended December 31, 2025, 2024 and 2023. The decrease in net investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses during the year ended December 31, 2025. The increase in net investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the year ended December 31, 2024.

Previous wording

Net realized gain (loss) for the years ended December 31, 2024, 2023 and 2022 was $(67.1) million, $(31.6) million and $(18.2) million, respectively. Net realized losses for the year ended December 31, 2024 were comprised primarily of $24.1 million, $22.8 million, $12.6 million and $7.4 million in losses from the restructuring of our investments in Pluralsight, Thras.io, Hylan and McAfee, respectively. Net realized losses for the year ended December 31, 2023 were comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net realized losses for the year ended December 31, 2022 were comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a $13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE Entertainment.

Current wording

Net realized gain (loss) for the years ended December 31, 2025, 2024 and 2023 was $(278.1) million, $(67.1) million and $(31.6) million, respectively. Net realized loss for the year ended December 31, 2025 was comprised primarily of $72.6 million, $24.6 million, $22.5 million and $11.5 million in losses from the restructuring of our investments in Razor, Seller X, Khoros and InMoment, and $24.8 million, $24.5 million, $24.1 million, $23.4 million, $20.2 million, $9.3 million and $7.6 million in losses from the disposition of our investments in Anacomp, Securus, Homerenew Buyer, Conergy, Astra, McAfee and CIBT, respectively. Net realized losses for the year ended December 31, 2024 were comprised primarily of $24.1 million, $22.8 million, $12.6 million and $7.4 million in losses from the restructuring of our investments in Pluralsight, Thras.io, Hylan and McAfee, respectively. Net realized losses for the year ended December 31, 2023 were comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $(127.8) million, $(36.4) million and $(79.4) million, respectively. The change in unrealized depreciation of $(127.8) million is net of $21.3 million in unrealized appreciation resulting from a reduction of the cost basis of investments acquired as a result of the Merger from allocation of the purchase discount paid by the Company. The change in net unrealized depreciation for the year ended December 31, 2024 primarily reflects a $63.7 million unrealized loss on our investment in Razor, a $21.9 million unrealized loss on our investment in Edmentum, an $20.6 million unrealized loss on our investment in Seller-X, a $16.0 million unrealized loss on our investment in Lithium, a $12.0 million unrealized loss on our investment in Astra, and a $11.4 million unrealized loss on our investment in Securus, partially offset by $17.1 million, $10.2 million, $6.3 million, and $5.5 million reversals of previous unrealized losses from the restructuring of our investments in Thras.io, Hylan, Perch and McAfee, respectively. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2023 primarily reflects an $18.2 million unrealized loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, an $8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch, offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on Edmentum, as well as unrealized losses across the portfolio from widening market spreads, offset by $20.9 million in unrealized gains on our investment in 36th Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal of previously recognized unrealized losses from the restructuring of our investment in Avanti.

Current wording

For the years ended December 31, 2025, 2024 and 2023, the change in net unrealized appreciation (depreciation) was $80.1 million, $(127.8) million and $(36.4) million, respectively. The change in net unrealized appreciation for the year ended December 31, 2025 primarily reflects $64.5 million, $20.5 million and $6.9 million reversals of previously recognized unrealized losses from the restructuring of our investments in Razor, Khoros and InMoment, respectively, $25.6 million, $23.9 million, $23.2 million, $20.0 million, $9.1 million, $7.5 million and $6.9 million reversals of previously recognized unrealized losses from the disposition of our investments in Anacomp, Securus, Conergy, Astra, Homerenew Buyer, CIBT and McAfee, respectively, and a $10.4 million unrealized gain on our investment in Job and Talent, partially offset by a $33.3 million unrealized loss on our investment in Edmentum, a $20.4 million unrealized loss on our investment in Infinite (Razor), a $14.7 million unrealized loss on our investment in Alpine, a $12.7 million unrealized loss on our investment in Brook & Whittle, a $9.6 million unrealized loss on our investment in Pluralsight, a $8.5 million unrealized loss on our investment in AutoAlert, a $6.9 million unrealized loss on our investment in Fishbowl, and a $5.9 million unrealized loss on our investment in Hylan. The change in net unrealized depreciation of $(127.8) million for the year ended December 31, 2024 is net of $21.3 million in unrealized appreciation resulting from a reduction of the cost basis of investments acquired as a result of the Merger from allocation of the purchase discount paid by the Company. The change in net unrealized depreciation for the year ended December 31, 2024 primarily reflects a $63.7 million unrealized loss on our investment in Razor, a $21.9 million unrealized loss on our investment in Edmentum, a $20.6 million unrealized loss on our investment in Seller-X, a $16.0 million unrealized loss on our investment in Lithium, a $12.0 million unrealized loss on our investment in Astra, and an $11.4 million unrealized loss on our investment in Securus, partially offset by $17.1 million, $10.2 million, $6.3 million, and $5.5 million reversals of previous unrealized losses from the restructuring of our investments in Thras.io, Hylan, Perch and McAfee, respectively. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2023 primarily reflects an $18.2 million unrealized loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, an $8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch, offset by a $36.2 million re…

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Previous wording

Incentive fees, included in operating expenses for the years ended December 31, 2024, 2023 and 2022 were $19.2 million, $22.6 million and $18.8 million. The decrease in incentive fee expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to the Company not accruing incentive fees in the three months ended December 31, 2024 as a result of the cumulative total return not exceeding the total return hurdle.

Current wording

Incentive fees, included in operating expenses for the years ended December 31, 2025, 2024 and 2023 were $0.0 million, $19.2 million and $22.6 million, respectively. The decrease in incentive fee expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to the Company not accruing incentive fees during the year ended December 31, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle.

Previous wording

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. For the year ended December 31, 2024, an excise tax expense of $0.5 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2024 and 2023. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the year ended December 31, 2022.

Current wording

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. For the year ended December 31, 2025, an excise tax expense of $0.7 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2025 and 2024. For the year ended December 31, 2024, an excise tax expense of $0.5 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2024 and 2023. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2023 and 2022.

Previous wording

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(63.1) million, $38.5 million and $(9.2) million for the years ended December 31, 2024, 2023 and 2022, respectively. The net decrease in net assets resulting from operations during the year ended December 31, 2024 was primarily due to the higher net realized and unrealized losses, partially offset by higher net investment income compared to the year ended December 31, 2023. The higher net increase in net assets resulting from operations during the year ended December 31, 2023 was primarily due to the higher net investment income and the lower realized and unrealized losses compared to the year ended December 31, 2022.

Current wording

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(88.9) million, $(63.1) million and $38.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The net decrease in net assets resulting from operations during the year ended December 31, 2025 was primarily due to the higher net realized and unrealized losses and lower net investment income compared to the year ended December 31, 2024. The net decrease in net assets resulting from operations during the year ended December 31, 2024 was primarily due to the higher net realized and unrealized losses, partially offset by higher net investment income compared to the year ended December 31, 2023.

Previous wording

On February 27, 2024, the Board of Directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The DRIP was effective as of, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares of the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and will have their shares reinvested in additional shares of the Company’s common stock on future distributions, unless they “opt out” of the DRIP. For the year ended December 31, 2024, approximately $2.3 million of cash distributions were reinvested for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.

Current wording

On February 27, 2024, the Board of Directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The DRIP was effective as of, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares of the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and will have their shares reinvested in additional shares of the Company’s common stock on future distributions, unless they “opt out” of the DRIP. For the year ended December 31, 2025, approximately $2.9 million of cash distributions were reinvested for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.

Previous wording

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the year ended December 31, 2024:

Current wording

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the years ended December 31, 2025 and 2024:

Previous wording

As of December 31, 2024, $113.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.10%. $7.7 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.

Current wording

As of December 31, 2025, $140.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.10%. $2.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%. $3.3 million of the outstanding amount bore interest at a rate of CORRA + 2.00% with a credit adjustment of 0.30%.

Previous wording

Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier shareholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the shareholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of December 31, 2024, the Company’s asset coverage ratio was 178.9%.

Current wording

Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier shareholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the shareholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of December 31, 2025, the Company’s asset coverage ratio was 164.2%.

Previous wording

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to borrow up to $141.5 million more than it would otherwise be able to absent the receipt of this exemptive relief.

Current wording

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to borrow up to $111.2 million more than it would otherwise be able to absent the receipt of this exemptive relief.

Previous wording

Net cash provided by operating activities during the year ended December 31, 2024 was $293.1 million, consisting primarily of $107.1 million in net investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $186.0 million.

Current wording

Net cash provided by operating activities during the year ended December 31, 2025 was $154.9 million, consisting primarily of $75.4 million in net investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $79.5 million.

Previous wording

Net cash used by financing activities was $313.8 million during the year ended December 31, 2024, consisting primarily of a $250.0 million repayment of the 2024 Notes, $249.7 million in net credit facility repayments, $122.5 million in dividends paid to common shareholders (including $7.3 million of dividends declared by BCIC prior to the Merger and paid to former BCIC shareholders out of cash and cash equivalents acquired), $8.4 million in payments of associated debt issuance costs and a $4.5 million repurchase of shares, offset by $321.4 million in proceeds from the issuance of the 2029 Notes.

Current wording

Net cash used by financing activities was $185.4 million during the year ended December 31, 2025, consisting primarily of $95.2 million in dividends paid to common shareholders, $92.0 million repayment of the 2025 Notes, $3.0 million in repurchases of shares and $1.4 million in payments of debt issuance costs, offset by $6.1 million in net credit facility draws.

Previous wording

At December 31, 2024, we had $91.6 million in cash and cash equivalents.

Current wording

At December 31, 2025, we had $61.1 million in cash and cash equivalents.

Previous wording

Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating Facility, Funding Facility II, Merger Sub Facility, the 2025 Notes, the 2026 Notes and the 2029 Notes, mature in August 2029, August 2027, September 2028, December 2025, February 2026 and May 2029, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our shareholders.

Current wording

Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating Facility, Funding Facility II, Merger Sub Facility, the 2026 Notes and the 2029 Notes, mature in August 2029, July 2029, September 2028, February 2026 and May 2029, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our shareholders.

Previous wording

On February 27, 2025, the Company’s Board of Directors declared a first quarter regular dividend of $0.25 per share and a special dividend of $0.04 per share, both payable on March 31, 2025 to shareholders of record as of the close of business on March 17, 2025.

Current wording

On February 27, 2026, the Company’s Board of Directors declared a first quarter regular dividend of $0.17 per share, payable on March 31, 2026 to shareholders of record as of the close of business on March 17, 2026.