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BCP Investment Corp

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

BCIC$6.17+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-13.

0000950170-25-038754

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-05.

0001193125-26-093918

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 171 previous paragraphs and 193 current paragraphs.

109 unchanged; 53 reworded; 26 added; 6 removed; 3 previous and 5 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report

On August 22, 2025, the Company changed its name from Portman Ridge Finance Corporation to BCP Investment Corporation and on August 25, 2025, began trading on the NASDAQ Global Select Market under the symbol “BCIC.”

Current report

On July 15, 2025, the Company announced the completion of its acquisition of Logan Ridge Finance Corporation, a Maryland corporation (“LRFC”, and such transaction, the “LRFC Acquisition”), pursuant to the terms of the merger agreement, dated January 29, 2025 (the “LRFC Merger Agreement”). To effect the acquisition, a wholly owned merger subsidiary of the Company merged with and into LRFC, with LRFC surviving the merger as the Company’s wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, LRFC consummated a second merger, whereby LRFC merged with and into the Company, with the Company surviving the merger.

Current report

Under the terms of the LRFC Merger Agreement, each share of LRFC common stock issued and outstanding was converted into the right to receive 1.500 newly-issued shares of common stock of the Company with cash paid (without interest) in lieu of fractional shares. As additional consideration funded by LRFC’s investment adviser, LRFC shareholders of record as of May 6, 2025 received a cash payment of $0.47 per share. In addition, LRFC shareholders of record as of July 14, 2025 received a tax distribution of $0.38 per share from LRFC. Refer to Note 11 — “LRFC Acquisition” of our notes to the consolidated financial statements for further discussion of the LRFC Acquisition. The LRFC Acquisition was accounted for as an asset acquisition under ASC 805-50 rather than as a business combination. The total purchase consideration, consisting of shares of common stock issued and capitalized transaction costs, was measured at fair value as of the closing date of the LRFC Acquisition. The total cost of approximately $52.8 million was allocated to LRFC’s identifiable assets and liabilities on a relative-fair-value basis, resulting in a purchase discount of $20.9 million. No goodwill was recognized. The purchase discount was allocated to investment assets and is reflected as day-one unrealized appreciation, consistent with ASC 946 and ASC 820.

Current report

Represents the cost basis of the investments acquired on July 15, 2025 as part of the LRFC Acquisition, inclusive of the purchase discount.

Current report

The presentation of this table for the year ended December 31, 2024 has been conformed to current year presentation to align industry classifications to Global Industry Classification Standard (“GICS”) Level 3.

Current report

At December 31, 2025 and December 31, 2024, our Debt Securities Portfolio had a weighted average annualized yield (excluding income from non-accruals and collateralized loan obligations) of approximately 12.9% and 11.3%, respectively.

Current report

On August 1, 2025, pursuant to the Great Lakes II LLC Agreement, the Company elected to participate in a rollover transaction from Series A of Great Lakes II Joint Venture to Series B (“Series B”) of Great Lakes II Joint Venture. As part of the transaction, the portion of the Company’s remaining unfunded commitment in Series A became the Company’s remaining unfunded commitment in Series B, thus reducing the Company’s remaining unfunded commitment in Series A to zero. In connection with the rollover transaction, Series A transferred to Series B a pro rata portion of the underlying portfolio assets held by Series A that corresponded to the interest of the members of Series A who elected to participate in the transaction in addition to a pro rata portion of the principal outstanding under Great Lakes II Joint Venture’s credit facility.

Current report

As of December 31, 2025 and December 31, 2024, the Company had an unfunded commitment of $12.6 million to Series B and $8.2 million to Series A, respectively.

Current report

During the year ended December 31, 2025, our total investments had net change in unrealized appreciation of approximately $6.5 million. Included in the net change in unrealized appreciation for the year ended December 31, 2025, are change in unrealized appreciation on CLO Fund Securities of approximately $0.5 million, change in unrealized appreciation on equity securities of approximately $1.9 million, change in unrealized depreciation of $3.6 million on our Joint Venture investments, as well as change in unrealized appreciation on our debt securities of approximately $7.8 million. The net change in unrealized gain was impacted by the net unrealized gain due to the purchase discount from the LRFC Acquisition across the portfolio companies that were acquired.

Current report

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate notes due October 30, 2026 (the “2026 Notes”). The 2026 Notes were originally issued on October 29, 2021, in an aggregate principal amount of $50.0 million pursuant to a supplemental indenture with U.S. Bank Trust Company, National Association, as trustee, which supplements the base indenture, dated June 16, 2014. The 2026 Notes bear interest at a rate of 5.25% per annum, payable semi-annually on April 30 and October 30 of each year, commencing April 30, 2022. On March 28, 2024, the notes were downgraded below Investment Grade by a Nationally Recognized Statistical Rating Organization (“NRSRO”), resulting in a step-up in the interest rate to 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2026 Notes. Starting on October 7, 2025, as a result of the rating, the 2026 Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025. As of December 31, 2025, there was approximately $50.0 million of principal outstanding on the 2026 Notes.

Current report

On October 10, 2025, the Company entered into a note purchase agreement (the “2028 & 2030 Note Purchase Agreement”), by and among the Company and each purchaser named therein, in connection with the issuance and sale of $35.0 million in aggregate principal amount of the Company’s 7.50% notes due 2028 (the “2028 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $34.1 million, which is net of a 1.5% discount and allocated deferred financing costs. The 2028 Notes bear interest at the rate of 7.50% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025 and will mature on October 15, 2028. The indenture governing the 2028 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of December 31, 2025, there was approximately $35.0 million of principal amount outstanding, and we were in compliance with all of our debt covenants on the 2028 Notes.

Current report

On October 10, 2025, the Company entered into a 2028 & 2030 Note Purchase Agreement, by and among the Company and each purchaser named therein, in connection with the issuance and sale of $75.0 million in aggregate principal amount of the Company’s 7.75% notes due 2030 (the “2030 Notes”), pursuant to an effective shelf registration statement on Form N-2, as amended, which was declared effective on February 10, 2025. The net proceeds to the Company were approximately $72.5 million, which is net of a 2.25% discount and allocated deferred financing costs. The 2030 Notes bear interest at the rate of 7.75% per year, payable semi-annually on April 30 and October 30 of each year, commencing on October 30, 2025 and will mature on October 15, 2030. The indenture governing the 2030 Notes contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. As of December 31, 2025, there was approximately $75.0 million of principal amount outstanding, and we were in compliance with all of our debt covenants on the 2030 Notes.

Current report

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, the Company succeeded to the obligations of LRFC under LRFC’s 5.25% fixed-rate convertible notes due April 1, 2032 (the “2032 Convertible Notes”). The 2032 Convertible Notes had a fixed interest rate of 5.25% per annum payable semi-annually on March 31 and September 30 of each year, commencing on September 30, 2022, subject to a step up of 0.75% per annum to the extent that the 2032 Convertible Notes are downgraded below Investment Grade by an NRSRO or the 2032 Convertible Notes no longer maintain a rating from an NRSRO. On March 28, 2024, the Company obtained a BB+ rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on March 28, 2024, and commencing through the date of the financial statements, as a result of the rating downgrade, the 2032 Convertible Notes have a fixed interest rate of 6.00% per annum. On October 7, 2025, the Company obtained a BBB- rating from a NRSRO with respect to the 2032 Convertible Notes. Starting on October 7, 2025, as a result of the rating, the 2032 Convertible Notes have a fixed interest rate of 5.25% per annum, which remained the rate applicable from the date of the change through December 31, 2025. The 2032 Convertible Notes were originally issued by LRFC on April 1, 2022, in an aggregate principal amount of $15.0 million. As of July 15, 2025, the Company assumed $2.5 million in outstanding principal amount of the 2032 Convertible Notes. The notes are convertible, at the holder’s option and at any time prior to maturity, into shares of the Company’s common stock based on a conversion formula defined in the governing purchase agreement. As of December 31, 2025, there was approximately $2.0 million of principal outstanding on the 2032 Convertible Notes.

Current report

Effective July 15, 2025, as a result of the completion of the LRFC Acquisition, we succeeded to the obligations of LRFC under a senior secured revolving credit facility previously entered into by LRFC on October 30, 2020. In October 2020, CBL, a direct, wholly owned, consolidated subsidiary of LRFC, entered into the KeyBank Credit Facility with the investment adviser at the time, as collateral manager, the lenders from time to time parties thereto (each, a “Lender”), KeyBank National Association, as administrative agent, and U.S. Bank Trust Company, National Association, as custodian. The KeyBank Credit Facility was amended on May 10, 2022, October 20, 2022, and August 21, 2024. Under the KeyBank Credit Facility, the Lenders have agreed to extend credit to CBL in an aggregate principal amount of up to $75.0 million, with an uncommitted accordion feature that allows the Company to borrow up to an additional $125.0 million. The KeyBank Credit Facility matures on August 21, 2029, unless there is an earlier termination or event of default. The period during which the Lenders may make loans to CBL under the KeyBank Credit Facility commenced on October 30, 2020 and will continue through August 21, 2027, unless there is an earlier termination or event of default. Borrowings under the KeyBank Credit Facility bear interest at 1M Term SOFR plus 2.80% during the reinvestment period and 3.20% thereafter, with a 0.40% 1M Term SOFR floor. CBL will also pay an unused commitment fee at a rate of (1) 0.75% if utilization is less than or equal to 50.0%, (2) 0.50% if utilization is greater than 50.0% but less than or equal to 75.0%, or (3) 0.25% if utilization is greater than 75.0%, per annum on the unutilized portion of the aggregate commitments under the KeyBank Credit Facility.

Current report

To provide our stockholders with limited liquidity, we may, in the absolute discretion of our Board of Directors, conduct tender offers. Our tenders for shares of our common stock, if any, would be conducted on such terms as may be determined by our Board of Directors and in accordance with the requirements of applicable law, including Section 23(c) of the 1940 Act and Regulation M under the Exchange Act.

Current report

On November 12, 2025, the Company, its management, and the Company’s affiliates commenced a modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase up to $9.0 million of the Company’s common stock, $0.01 par value per share, at a price per share specified by the tendering stockholders of not less than $13.63 and not more than $14.93 in cash, less any applicable withholding taxes and without interest. The Tender Offer expired at 11:59 p.m. Eastern time on December 10, 2025. Of the total $9.0 million, $7.6 million was repurchased by the Company with the shares being retired. The remaining $1.4 million was purchased by directors and officers of the Company and officers of entities affiliated with the Adviser.
Removed paragraphs (6)

Previous report

As of December 31, 2024, we had a $8.2 million unfunded commitment to the Great Lakes II Joint Venture. As of December 31, 2023, we had a $5.5 million unfunded commitment to the Great Lakes II Joint Venture.

Previous report

During the year ended December 31, 2022, our total investments had net change in unrealized appreciation of approximately $17.9 million. Included in the net change in unrealized appreciation for the year ended December 31, 2022 are change in unrealized depreciation on CLO Fund Securities of approximately $5.7 million, change in unrealized depreciation on equity securities of approximately $2.8 million, change in unrealized depreciation of $6.0 million on our Joint Ventures investment and change in unrealized appreciation on our debt securities of $17.2 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $2.4 million.

Previous report

On January 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Logan Ridge Finance Corporation, a Maryland corporation (“LRFC”), Portman Ridge Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”); solely for the limited purposes set forth therein, Mount Logan Management LLC, a Delaware limited liability company and the external investment adviser to LRFC (“Mount Logan”); and, solely for the limited purposes set forth therein, the Adviser. The Merger Agreement provides that, subject to the conditions set forth therein, (i) at the effective time of the First Merger (the “Effective Time”), Merger Sub will be merged with and into LRFC (the “First Merger”), with LRFC continuing as the surviving company and as a wholly-owned subsidiary of the Company, and (ii) immediately after the Effective Time, LRFC will merge with and into the Company (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Company continuing as the surviving company. Both the Board of Directors of the Company and LRFC’s board of directors, including all of their respective independent directors who are not “interested persons” of either the Company or LRFC or the Adviser or Mount Logan, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or LRFC, as applicable (each, a “Special Committee”), have approved, among other things, the Merger Agreement and the transactions contemplated thereby. Consummation of the Mergers, which is currently anticipated to occur in the second quarter of calendar year 2025, is subject to certain closing conditions, including requisite approvals of the Company’s and LRFC’s stockholders. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of LRFC’s common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including Merger Sub) will be converted into the right to receive 1.500 newly-issued shares of common stock of the Company with cash to be paid (without interest) in lieu of fractional shares. In addition, pursuant to a fee waiver letter executed on January 29, 2025, between the Company and the Adviser, the Adviser has agreed to waive up to $1.5 million of the incentive fees otherwise payable to it by Company over the eight consecutive quarters following the closing of the Mergers, subject to the closing of the Mergers.
Reworded paragraphs (53)

Previous wording

In our Debt Securities Portfolio, our investment objective is to generate current income and, to a lesser extent, capital appreciation from the investments in senior secured term loans, mezzanine debt and selected equity investments in privately-held middle market companies. We define the middle market as comprising companies with EBITDA of $10 million to $50 million and/or total debt of $25 million to $150 million. We primarily invest in first and second lien term loans which, because of their priority in a company’s capital structure, we expect will have lower default rates and higher rates of recovery of principal if there is a default and which we expect will create a stable stream of interest income. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt investments. The investments in our Debt Securities Portfolio are all or predominantly below investment grade, and have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Current wording

In our Debt Securities Portfolio, our investment objective is to generate current income and, to a lesser extent, capital appreciation from the investments in senior secured term loans, mezzanine debt and selected equity investments in privately-held middle market companies. We define the middle market as comprising companies with EBITDA of $10.0 million to $50.0 million and/or total debt of $25.0 million to $150.0 million. We primarily invest in first and second lien term loans which, because of their priority in a company’s capital structure, we expect will have lower default rates and higher rates of recovery of principal if there is a default and which we expect will create a stable stream of interest income. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt investments. The investments in our Debt Securities Portfolio are all or predominantly below investment grade, and have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Previous wording

From time-to-time we have also made investments in CLO Fund Securities managed by other asset managers. Our collateralized loan obligation funds ("CLO Funds") typically invest in broadly syndicated loans, high-yield bonds and other credit instruments.

Current wording

From time-to-time we have made investments in CLO Fund Securities managed by other asset managers. Our collateralized loan obligation funds (“CLO Funds”) typically invest in broadly syndicated loans, high-yield bonds and other credit instruments.

Previous wording

Pursuant to the Externalization Agreement with BCP, the Adviser became our investment adviser in exchange for a cash payment from BCP, or its affiliate, of $25 million, or $0.669672 per share of our common stock, directly to our stockholders. In addition, the Adviser (or its affiliate) will use up to $10 million of the incentive fee actually paid to the Adviser prior to the second anniversary of the Closing to buy newly issued shares of our common stock at the most recently determined net asset value per share of our common stock at the time of such purchase. In November 2020, the Adviser purchased approximately $0.6 million newly issued shares of our common stock in connection therewith, and in May 2021, the Adviser purchased approximately $4.0 million of newly issued shares of our common stock in connection therewith. In both cases, the shares were issued at the most recently determined net asset value per share of our common stock. The obligations of the Advisor to use incentive fees to purchase shares expired on April 1, 2021. For the period of one year from the first day of the first quarter following the quarter in which the Closing occurred, the Adviser will permanently forego up to the full amount of the incentive fees earned by the Adviser without recourse against or reimbursement by us, to the extent necessary in order to achieve aggregate net investment income per share of our common stock for such one-year period to be at least equal to $0.40 per share, subject to certain adjustments. BCP and the Adviser’s total financial commitment to the transactions contemplated by the Externalization Agreement was $35.0 million.

Current wording

Pursuant to the Externalization Agreement with BCP, the Adviser became our investment adviser in exchange for a cash payment from BCP, or its affiliate, of $25.0 million, or $0.669672 per share of our common stock, directly to our stockholders. In addition, the Adviser (or its affiliate) agreed to use up to $10.0 million of the incentive fee actually paid to the Adviser prior to the second anniversary of the Closing to buy newly issued shares of our common stock at the most recently determined net asset value per share of our common stock at the time of such purchase. In November 2020, the Adviser purchased approximately $0.6 million newly issued shares of our common stock in connection therewith, and in May 2021, the Adviser purchased approximately $4.0 million of newly issued shares of our common stock in connection therewith. In both cases, the shares were issued at the most recently determined net asset value per share of our common stock. The obligations of the Adviser to use incentive fees to purchase shares expired on April 1, 2021. For the period of one year from the first day of the first quarter following the quarter in which the Closing occurred, the Adviser agreed to permanently forego up to the full amount of the incentive fees earned by the Adviser without recourse against or reimbursement by us, to the extent necessary in order to achieve aggregate net investment income per share of our common stock for such one-year period to be at least equal to $0.40 per share, subject to certain adjustments. BCP and the Adviser’s total financial commitment to the transactions contemplated by the Externalization Agreement was $35.0 million.

Previous wording

On June 9, 2021, we completed our acquisition of Harvest Capital Credit Corporation, a publicly traded BDC (“HCAP”, and such transaction the “HCAP Acquisition”). To effect the acquisition, our wholly owned merger subsidiary (“Acquisition Sub”) merged with and into HCAP, with HCAP surviving the merger as the Company’s wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, HCAP consummated a second merger, whereby HCAP merged with and into the Company, with the Company surviving the merger. As a result of, and as of the effective time of, the second merger, HCAP’s separate corporate existence ceased.

Current wording

On June 9, 2021, we completed our acquisition of Harvest Capital Credit Corporation, a publicly traded BDC (“HCAP”, and such transaction, the “HCAP Acquisition”). To effect the acquisition, our wholly owned merger subsidiary (the “Acquisition Sub”) merged with and into HCAP, with HCAP surviving the merger as the Company’s wholly owned subsidiary. Immediately thereafter and as a single integrated transaction, HCAP consummated a second merger, whereby HCAP merged with and into the Company, with the Company surviving the merger. As a result of, and as of the effective time of, the second merger, HCAP’s separate corporate existence ceased.

Previous wording

Under the terms of the merger agreement for the HCAP Acquisition, dated December 23, 2020 (the “HCAP Merger Agreement”), HCAP stockholders as of immediately prior to the effective time of the first merger (other than shares held by a subsidiary of HCAP or held, directly or indirectly, by the Company or Acquisition Sub, and all treasury shares (collectively, “Cancelled Shares”)) received a combination of (i) $18.54 million in cash paid by the Company, (ii) 15,252,453 validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share, and (iii) an additional cash payment from the Adviser of $2.15 million in the aggregate.

Current wording

Under the terms of the merger agreement for the HCAP Acquisition, dated December 23, 2020, HCAP stockholders as of immediately prior to the effective time of the first merger (other than shares held by a subsidiary of HCAP or held, directly or indirectly, by the Company or Acquisition Sub, and all treasury shares) received a combination of (i) $18.54 million in cash paid by the Company, (ii) 15,252,453 validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share, and (iii) an additional cash payment from the Adviser of $2.15 million in the aggregate.

Previous wording

The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2024 was spread across 26 different industries and 93 different portfolio companies with a fair value of approximately $320.7 million and average par balance per entity of approximately $2.5 million. As of December 31, 2024, six of our investments were on non-accrual status.

Current wording

The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2025 was spread across 34 different industries and 74 different portfolio companies with a fair value of approximately $411.6 million and average par balance per investment of approximately $3.5 million. The debt investment portfolio (excluding our investments in the CLO Funds, equities and Joint Ventures) at December 31, 2024 was spread across 30 different industries and 93 different portfolio companies with a fair value of approximately $320.7 million and average par balance per investment of approximately $2.5 million. Refer to the consolidated schedule of investments for further details. As of December 31, 2025, thirteen of our investments were on non-accrual status, which were attributable to ten portfolio companies. However, for two of the investments in the non-accrual population, the Company continues to recognize interest income on a cash basis, i.e., only when cash payments are actually received. As of December 31, 2024, six of our investments were on non-accrual status, which were attributable to five portfolio companies.

Previous wording

We have made minority investments in the subordinated securities or preferred shares of CLO Funds managed by the Disposed Manager Affiliates and may selectively invest in securities issued by CLO Funds managed by other asset management companies. As of December 31, 2024 and December 31, 2023, the fair value of the CLO Fund Securities was $5.2 million and $9.0 million, respectively.

Current wording

We have made minority investments in the subordinated securities or preferred shares of CLO Funds managed by the Disposed Manager Affiliates and may selectively invest in securities issued by CLO Funds managed by other asset management companies. As of December 31, 2025 and December 31, 2024, the fair value of the CLO Fund Securities was $1.8 million and $5.2 million, respectively.

Previous wording

The structure of CLO Funds, which are highly levered, is extremely complicated. Since we primarily invest in securities representing the residual interests of CLO Funds, our investments are much riskier than the risk profile of the loans by which such CLO Funds are collateralized. Our investments in CLO Funds may be riskier and less transparent to us and our stockholders than direct investments in the underlying loans. For a more detailed discussion of the risks related to our investments in CLO Funds, please see “Risk Factors — Risks Related to Our Investments — Our investments may be risky, and you could lose all or part of your investment” included in this Annual Report on Form 10-K.

Current wording

The structure of CLO Funds, which are highly levered, is extremely complicated. Since we primarily invest in securities representing the residual interests of CLO Funds, our investments are much riskier than the risk profile of the loans by which such CLO Funds are collateralized. Our investments in CLO Funds may be riskier and less transparent to us and our stockholders than direct investments in the underlying loans. For a more detailed discussion of the risks related to our investments in CLO Funds, please see “Risk Factors — Risks Related to Our Investments — Our investments may be risky, and you could lose all or part of your investment.”

Previous wording

Represents percentage of class held as of December 31, 2024 and December 31, 2023.

Current wording

Represents percentage of class held as of December 31, 2025 and December 31, 2024, respectively.

Previous wording

During the third quarter of 2017, we and Freedom 3 Opportunities LLC (“Freedom 3 Opportunities”), an affiliate of Freedom 3 Capital LLC, entered into an agreement to create KCAP Freedom 3 LLC (the “F3C Joint Venture”). The fund capitalized by the F3C Joint Venture invests primarily in middle-market loans and the F3C Joint Venture partners may source middle-market loans from time-to-time for the fund.

Current wording

During the third quarter of 2017, we and Freedom 3 Opportunities LLC (“Freedom 3 Opportunities”), an affiliate of Freedom 3 Capital LLC, entered into an agreement to create KCAP Freedom 3 LLC (the “F3C Joint Venture”). The fund capitalized by the F3C Joint Venture invests primarily in middle-market loans and the F3C Joint Venture partners may source middle-market loans from time-to-time for such fund.

Previous wording

We have determined that the F3C Joint Venture is an investment company under Accounting Standards Codification (“ASC”), Financial Services — Investment Companies (“ASC 946”), however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. We do not consolidate its interest in the F3C Joint Venture because we do not control the F3C Joint Venture due to allocation of the voting rights among the F3C Joint Venture partners.

Current wording

We have determined that the F3C Joint Venture is an investment company under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”): Financial Services — Investment Companies (“ASC 946”), however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. We do not consolidate its interest in the F3C Joint Venture because we do not control the F3C Joint Venture due to allocation of the voting rights among the F3C Joint Venture partners.

Previous wording

The fair value of the Company’s investment in the F3C Joint Venture as of December 31, 2024 and December 31, 2023 was $13.0 million and $14.3 million, respectively.

Current wording

The fair value of the Company’s investment in the F3C Joint Venture as of December 31, 2025 and December 31, 2024 was $10.7 million and $13.0 million, respectively.

Previous wording

In August 2022, we invested in Series A – Great Lakes Funding II LLC (the “Great Lakes II Joint Venture,” collectively with the F3C Joint Venture the “Joint Ventures”), a joint venture with a third-party financial institution and certain other parties with an investment strategy to underwrite and hold senior, secured unitranche loans made to middle-market companies. We treat our investment in the Great Lakes II Joint Venture as a joint venture since affiliated funds of the Adviser collectively control a 50% voting interest in the Great Lakes II Joint Venture.

Current wording

In August 2022, we invested in Series A (“Series A”) of Great Lakes Funding II LLC (the “Great Lakes II Joint Venture,” collectively with the F3C Joint Venture, the “Joint Ventures”), a joint venture with a third-party financial institution and certain other parties with an investment strategy to underwrite and hold senior, secured unitranche loans made to middle-market companies. We treat our investment in the Great Lakes II Joint Venture as a joint venture since affiliated funds of the Adviser collectively control a 50% voting interest in the Great Lakes II Joint Venture through a board of managers.

Previous wording

The Great Lakes II Joint Venture is a Delaware series limited liability company, and pursuant to the terms of the Great Lakes Funding II LLC Limited Liability Company Agreement (the “Great Lakes II LLC Agreement”), prior to the end of the investment period with respect to each series established under the Great Lakes II LLC Agreement, each member of the predecessor series would be offered the opportunity to roll its interests into any subsequent series of the Great Lakes II Joint Venture. We do not pay any advisory fees in connection with our investment in the Great Lakes II Joint Venture.

Current wording

The Great Lakes II Joint Venture is a Delaware series limited liability company. Pursuant to the terms of the limited liability company agreement of the Great Lakes II Joint Venture dated as of July 29, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Great Lakes II LLC Agreement”), prior to the end of the investment period with respect to each series established under the Great Lakes II LLC Agreement, each member of the predecessor series may be offered the opportunity to roll its interests into any subsequent series of the Great Lakes II Joint Venture. The Company does not pay any investment advisory fees in connection with its investment in the Great Lakes II Joint Venture.

Previous wording

The fair value of our investment in the Great Lakes II Joint Venture at December 31, 2024 and December 31, 2023 was $41.1 million and $45.0 million, respectively. Fair value has been determined utilizing the practical expedient pursuant to ASC 820-10. Pursuant to the terms of the Great Lakes II LLC Agreement, we generally may not effect any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition of or encumbrance upon our interests in the Great Lakes II Joint Venture, except that we may sell or otherwise transfer our interests with the consent of the managing members of the Great Lakes II Joint Venture or to an affiliate or a successor to substantially all of our assets.

Current wording

The fair value of our investment in the Great Lakes II Joint Venture at December 31, 2025 and December 31, 2024 was $37.5 million and $41.1 million, respectively. Fair value has been determined utilizing the practical expedient pursuant to ASC 820: Fair Value Measurement (“ASC 820”). Pursuant to the terms of the Great Lakes II LLC Agreement, we generally may not effect any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition of or encumbrance upon our interests in the Great Lakes II Joint Venture, except that we may sell or otherwise transfer our interests with the consent of the managing members of the Great Lakes II Joint Venture or to an affiliate or a successor to substantially all of our assets.

Previous wording

Revenues consist primarily of investment income from interest and dividends on our investment portfolio and various ancillary fees related to our investment holdings. For the years ended December 31, 2024, 2023 and 2022, total investment income was approximately $62.4 million, $76.3 million and $69.6 million, respectively.

Current wording

Revenues consist primarily of investment income from interest and dividends on our investment portfolio and various ancillary fees related to our investment holdings. For the years ended December 31, 2025, 2024 and 2023, total investment income was approximately $61.2 million, $62.4 million and $76.3 million, respectively.

Previous wording

The majority of investment income is attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. For the years ended December 31, 2024, 2023 and 2022, approximately $52.6 million, $63.5 million and $55.8 million, respectively, of investment income was attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. The decrease in investment income is primarily driven by paydowns to the Debt Securities Portfolio, as well as a decrease in the contractual interest rates on our loans.

Current wording

The majority of investment income is attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. For the years ended December 31, 2025, 2024 and 2023, approximately $55.1 million, $52.6 million and $63.5 million, respectively, of interest income was attributable to interest income, inclusive of payment-in-kind income, on our Debt Securities Portfolio. The increase in interest income is primarily driven by funding activity and asset acquisitions related to the Debt Securities Portfolio.

Previous wording

For the years ended December 31, 2024, 2023, and 2022, the weighted average contractual interest rate on our interest earning Debt Securities Portfolio was approximately 11.3% , 12.5%, and 11.1%, respectively.

Current wording

For the years ended December 31, 2025, 2024, and 2023, the weighted average annualized yield (excluding income from non-accruals and collateralized loan obligations) on our interest earning Debt Securities Portfolio was approximately 12.9%, 11.3%, and 12.5%, respectively.

Previous wording

Investment income is comprised of coupon interest, accretion of discount and accelerated accretion resulting from paydowns and other revenue earned from operations. Acquisitions of OHAI (December 2019), GARS (October 2020) and HCAP (June 2021) have had a significant positive impact on earnings as a result of amortization of purchase discount established at the time of the merger. The table below illustrates that impact.

Current wording

Investment income is comprised of coupon interest, accretion of discount and accelerated accretion resulting from paydowns and other revenue earned from operations. Acquisitions of GARS (October 2020), HCAP (June 2021) and LRFC (July 2025) have had a significant positive impact on earnings as a result of amortization of purchase discount established at the time of the mergers. The table below illustrates that impact:

Previous wording

Core investment income excludes the impact of purchase discount accretion in connection with the OHAI, GARS and HCAP mergers which is investment income as determined in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), excluding the impact of purchase discount accretion associated with the OHAI, GARS and HCAP mergers. We believe presenting investment income excluding the impact of the OHAI, GARS and HCAP merger-related purchase discount amortization and the related per share amount is useful and appropriate supplemental disclosure for analyzing our financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, this measure is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, this measure should be reviewed only in connection with such U.S. GAAP measures in analyzing Portman Ridge’s financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to net investment income excluding the impact of purchase accounting is detailed in the table above.

Current wording

Core investment income excludes the impact of purchase discount accretion in connection with the GARS, HCAP and LRFC mergers which is investment income as determined in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), excluding the impact of purchase discount accretion associated with the GARS, HCAP and LRFC mergers. We believe presenting investment income excluding the impact of the GARS, HCAP and LRFC merger-related purchase discount amortization and the related per share amount is useful and appropriate supplemental disclosure for analyzing our financial performance due to the unique circumstance giving rise to the purchase accounting adjustment. However, this measure is a non-U.S. GAAP measure and should not be considered as a replacement for investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, this measure should be reviewed only in connection with such U.S. GAAP measures in analyzing the Company’s financial performance. A reconciliation of total investment income, determined in accordance with U.S. GAAP, to core investment income, which excludes the impact of purchase accounting, is detailed in the table above.

Previous wording

Investment Income on Investments in CLO Fund Securities. For the years ended December 31, 2024, 2023 and 2022, approximately $1.5 million, $2.0 million and $4.0 million, respectively, of investment income was attributable to investments in CLO Fund Securities. We generate investment income from our investments in the securities (typically preferred shares or subordinated securities) of CLO Funds. CLO Funds invest primarily in broadly syndicated non-investment grade loans, high-yield bonds and other credit instruments of corporate issuers. The underlying assets in each of the CLO Funds in which we have an investment are generally diversified secured or unsecured corporate debt. Our CLO Fund Securities that are subordinated securities or preferred shares (“junior securities”) are subordinated to senior note holders who typically receive a return on their investment at a fixed spread relative to the SOFR index. The CLO Funds are leveraged funds and any excess cash flow or “excess spread” (interest earned by the underlying securities in the fund less payments made to senior bond holders and less fund expenses and management fees) is paid to the holders of the CLO Fund’s subordinated securities or preferred shares. The level of excess spread from CLO Fund Securities can be impacted by the timing and level of the resetting of the benchmark interest rate for the underlying assets (which reset at various times throughout the quarter) in the CLO Fund and the related CLO Fund note liabilities (which reset at each quarterly distribution date); in periods of short-term and volatile changes in the benchmark interest rate, the levels of excess spread and resulting cash distributions to us can vary significantly.

Current wording

Investment Income on Investments in CLO Fund Securities. For the years ended December 31, 2025, 2024 and 2023, approximately $0.4 million, $1.5 million and $2.0 million, respectively, of investment income was attributable to investments in CLO Fund Securities. We generate investment income from our investments in the securities (typically preferred shares or subordinated securities) of CLO Funds. CLO Funds invest primarily in broadly syndicated non-investment grade loans, high-yield bonds and other credit instruments of corporate issuers. The underlying assets in each of the CLO Funds in which we have an investment are generally diversified secured or unsecured corporate debt. Our CLO Fund Securities that are subordinated securities or preferred shares (“junior securities”) are subordinated to senior note holders who typically receive a return on their investment at a fixed spread relative to the SOFR index. The CLO Funds are leveraged funds and any excess cash flow or “excess spread” (interest earned by the underlying securities in the fund less payments made to senior bond holders and less fund expenses and management fees) is paid to the holders of the CLO Fund’s subordinated securities or preferred shares. The level of excess spread from CLO Fund Securities can be impacted by the timing and level of the resetting of the benchmark interest rate for the underlying assets (which reset at various times throughout the quarter) in the CLO Fund and the related CLO Fund note liabilities (which reset at each quarterly distribution date); in periods of short-term and volatile changes in the benchmark interest rate, the levels of excess spread and resulting cash distributions to us can vary significantly.

Previous wording

Investments in Joint Ventures. For the years ended December 31, 2024, 2023 and 2022,we recognized $6.6 million, $8.9 million and $8.6 million, respectively, in investment income from our investments in Joint Ventures. As of December 31, 2024 and December 31, 2023, the fair value of our investments in Joint Ventures was approximately $54.2 million and $59.3 million, respectively. The final determination of the tax attributes of distributions from Joint Ventures is made on an annual (full calendar year) basis at the end of the year based upon taxable income and distributions for the full year. Therefore, any estimate of tax attributes of distributions made on an interim basis may not be representative of the actual tax attributes of distributions for the full year.

Current wording

Investments in Joint Ventures. For the years ended December 31, 2025, 2024 and 2023, we recognized $4.3 million, $6.6 million and $8.9 million, respectively, in investment income from our investments in Joint Ventures. As of December 31, 2025 and December 31, 2024, the fair value of our investments in Joint Ventures was approximately $48.2 million and $54.2 million, respectively. The final determination of the tax attributes of distributions from Joint Ventures is made on an annual (full calendar year) basis at the end of the year based upon taxable income and distributions for the full year. Therefore, any estimate of tax attributes of distributions made on an interim basis may not be representative of the actual tax attributes of distributions for the full year.

Previous wording

Fees and other income. Origination fees (to the extent services are performed to earn such income upon closing), amendment fees, consent fees, and other fees associated with investments in portfolio companies are recognized as income when they are earned. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt. For the years ended December 31, 2024, 2023 and 2022, approximately $0.8 million, $1.9 million and $1.2 million, respectively, of investment income was attributable to fees and other income.

Current wording

Fees and other income. Origination fees (to the extent services are performed to earn such income upon closing), amendment fees, consent fees, and other fees associated with investments in portfolio companies are recognized as income when they are earned. Prepayment penalties received by the Company for debt instruments repaid prior to maturity date are recorded as income upon receipt. For the years ended December 31, 2025, 2024 and 2023, approximately $0.5 million, $0.8 million and $1.9 million, respectively, of investment income was attributable to fees and other income.

Previous wording

Total expenses for the years ended December 31, 2024, 2023 and 2022 were approximately $38.4 million, $46.9 million and $40.7 million, respectively. The decrease in total expenses for the year ended December 31, 2024, in comparison to the prior year, was primarily driven by a decrease in average debt outstanding and lower cost of debt capital as well as lower management and incentive fees.

Current wording

Total expenses for the years ended December 31, 2025, 2024 and 2023 were approximately $36.2 million, $38.4 million and $46.9 million, respectively. The decrease in total expenses for the year ended December 31, 2025, in comparison to the prior year, was primarily driven by a lower cost of debt capital as well as lower incentive fees.

Previous wording

Management Fees and Incentive Fees. Management fees for the years ended December 31, 2024, 2023 and 2022 were approximately $6.6 million, $7.5 million and $8.3 million, respectively. The decrease of the management fees for the year ended December 31, 2024 from the comparable period in 2023 was primarily due to the decrease in the average gross assets. The Company incurred incentive fees of $5.0 million, $7.4 million, and $6.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. The decrease of the incentive fees for the year ended December 31, 2024 from the comparable period in 2023 was primarily due to the decrease in the Income-Based Fee.

Current wording

Management Fees and Incentive Fees. Management fees for the years ended December 31, 2025, 2024 and 2023 were approximately $6.6 million, $6.6 million and $7.5 million, respectively. The increase of the management fees for the year ended December 31, 2025 from the comparable period in 2024 was primarily due to the increase in the average gross assets due to the LRFC Acquisition. The Company incurred incentive fees, excluding the impact of the incentive fee waiver, of $3.0 million, $5.0 million, and $7.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Net incentive fees including the incentive fee waiver were $2.8 million, $5.0 million, and $7.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease of the incentive fees for the year ended December 31, 2025 from the comparable period in 2024 was primarily due to the decrease in the pre-incentive net investment income.

Previous wording

Interest and Amortization of Debt Issuance Costs. Interest expense is dependent on the average outstanding balance on our borrowings and the base index rate for the period. Debt issuance costs represent fees and other direct costs incurred in connection with our borrowings. These amounts are capitalized and amortized over the expected term of the borrowing. For the years ended December 31, 2024, 2023 and 2022, interest expense and amortization of debt issuance costs for the period was approximately $20.8 million, $25.3 million and $17.7 million, respectively, on average debt outstanding of $285.9 million, $343.0 million, and $363.0 million, respectively.

Current wording

Interest and Amortization of Debt Issuance Costs. Interest expense is dependent on the average outstanding balance on our borrowings and the base index rate for the period. Debt issuance costs represent fees and other direct costs incurred in connection with our borrowings. These amounts are capitalized and amortized over the expected term of the borrowing. For the years ended December 31, 2025, 2024 and 2023, interest expense and amortization of debt issuance costs for the period was approximately $20.6 million, $20.8 million and $25.3 million, respectively, on average debt outstanding of $298.2 million, $285.9 million, and $343.0 million, respectively.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, professional fees totaled approximately $1.9 million, $2.0 million and $2.8 million, respectively.

Current wording

For the years ended December 31, 2025, 2024 and 2023, professional fees totaled approximately $2.1 million, $1.9 million and $2.0 million, respectively.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, administrative services expense was approximately $1.8 million, $2.4 million, and $3.4 million, respectively.

Current wording

For the years ended December 31, 2025, 2024 and 2023, administrative services expense was approximately $2.0 million, $1.8 million, and $2.4 million, respectively.

Previous wording

Other general and administrative expenses, which includes technology and other office and administrative expenses, totaled approximately $1.8 million, $1.7 million and $1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Current wording

Other general and administrative expenses, which includes technology and other office and administrative expenses, totaled approximately $1.4 million, $1.8 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Previous wording

For the year ended December 31, 2024, net investment income was approximately $24.0 million, or $2.59 per basic and diluted share, while tax-basis distributable income was $26.5 million, or $2.86 per basic and diluted share. For the year ended December 31, 2023, net investment income was approximately $34.8 million, or $3.66 per basic and diluted share, while tax-basis distributable income was $29.4 million, or $3.09 per basic and diluted share. For the year ended December 31, 2022, net investment income was approximately $28.9 million, or $3.00 per basic and diluted share, while tax-basis distributable income was $29.6 million, or $3.07 per basic and diluted share.

Current wording

For the year ended December 31, 2025, net investment income was approximately $25.1 million, or $2.28 per basic share and $2.27 per diluted share, while tax-basis distributable income was $23.2 million, or $2.11 per basic share and $2.09 per diluted share. For the year ended December 31, 2024, net investment income was approximately $24.0 million, or $2.59 per basic and diluted share, while tax-basis distributable income was $26.5 million, or $2.86 per basic and diluted share. For the year ended December 31, 2023, net investment income was approximately $34.8 million, or $3.66 per basic and diluted share, while tax-basis distributable income was $29.4 million, or $3.09 per basic and diluted share.

Previous wording

Investments are carried at fair value, with changes in fair value recorded as unrealized appreciation (depreciation) in the consolidated statement of operations. When an investment is sold or liquidated, any previously recognized unrealized appreciation (depreciation) is reversed and a corresponding amount is recognized as realized gain (loss). For the year ended December 31, 2024, the Company recognized $31.2 million of net realized losses on our portfolio investments. For the year ended December 31, 2023, the Company recognized $26.8 million of net realized losses on our portfolio investments. For the year ended December 31, 2022, the Company recognized $31.2 million of net realized losses on our portfolio investments.

Current wording

Investments are carried at fair value, with changes in fair value recorded as unrealized appreciation (depreciation) in the consolidated statement of operations. When an investment is sold or liquidated, any previously recognized unrealized appreciation (depreciation) is reversed and a corresponding amount is recognized as realized gain (loss). For the year ended December 31, 2025, the Company recognized $21.4 million of net realized losses on our portfolio investments. For the year ended December 31, 2024, the Company recognized $31.2 million of net realized losses on our portfolio investments. For the year ended December 31, 2023, the Company recognized $26.8 million of net realized losses on our portfolio investments.

Previous wording

During the year ended December 31, 2024, our total investments had net change in unrealized appreciation of approximately $1.0 million. Included in the net change in unrealized appreciation for the year ended December 31, 2024, are change in unrealized appreciation on equity securities of approximately $3.6 million, change in unrealized depreciation of $0.5 million on our Joint Venture investments, change in unrealized depreciation on our debt securities of approximately $2.3 million, as well as change in unrealized appreciation on our derivative investments of approximately $0.2 million.

Current wording

During the year ended December 31, 2024, our total investments had net change in unrealized appreciation of approximately $1.0 million. Included in the net change in unrealized depreciation for the year ended December 31, 2024 are change in unrealized appreciation on CLO Fund Securities of approximately $0.0 million, change in unrealized appreciation on equity securities of approximately $3.6 million, as well as change in unrealized depreciation of $0.5 million on our Joint Ventures investment. Change in unrealized depreciation on our debt securities was approximately $2.3 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.2 million.

Previous wording

During the year ended December 31, 2023, our total investments had net change in unrealized depreciation of approximately $3.3 million. Included in the net change in unrealized depreciation for the year ended December 31, 2023 are change in unrealized appreciation on CLO Fund Securities of approximately $14.1 million, change in unrealized appreciation on equity securities of approximately $3.8 million, as well as change in unrealized appreciation of $2.2 million on our Joint Ventures investment. Change in unrealized depreciation on our debt securities was approximately $4.7 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.0 million.

Current wording

During the year ended December 31, 2023, our total investments had net change in unrealized depreciation of approximately $3.3 million. Included in the net change in unrealized depreciation for the year ended December 31, 2023 are change in unrealized depreciation on CLO Fund Securities of approximately $14.1 million, change in unrealized appreciation on equity securities of approximately $3.8 million, change in unrealized appreciation of $2.2 million on our Joint Ventures investment and change in unrealized depreciation on our debt securities of $4.7 million. Change in unrealized appreciation (depreciation) on our derivative investments was approximately $0.0 million.

Previous wording

The net decrease in net assets resulting from operations for the year ended December 31, 2024 was approximately $5.9 million, or $0.64 per basic and diluted share. Net increase in net assets resulting from operations for the year ended December 31, 2023 was approximately $11.4 million, or $1.20 per basic and diluted share. Net decrease in net assets resulting from operations for the year ended December 31, 2022 was approximately $21.0 million, or $2.18 per basic and diluted share.

Current wording

The net increase in net assets resulting from operations for the year ended December 31, 2025 was approximately $11.5 million, or $1.04 per basic and diluted share. The net decrease in net assets resulting from operations for the year ended December 31, 2024 was approximately $5.9 million, or $0.64 per basic and diluted share. The net increase in net assets resulting from operations for the year ended December 31, 2023 was approximately $11.4 million, or $1.20 per basic and diluted share.

Previous wording

We use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our shareholders by reducing our overall cost of capital. As a BDC, we are limited in the amount of leverage we can incur under the 1940 Act. We are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. As of December 31, 2024, we had approximately $267.5 million of par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 167%, compliant with the minimum asset coverage level of 150% generally required for a BDC by the 1940 Act. We may also borrow amounts of up to 5% of the value of our total assets for temporary purposes.

Current wording

We use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our shareholders by reducing our overall cost of capital. As a BDC, we are limited in the amount of leverage we can incur under the 1940 Act. We are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. As of December 31, 2025, we had approximately $312.3 million of par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 167%, compliant with the minimum asset coverage level of 150% generally required for a BDC by the 1940 Act. We may also borrow amounts of up to 5% of the value of our total assets for temporary purposes.

Previous wording

On August 20, 2024, an optional redemption of the CLO occurred and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding. Accordingly, during 2024, the Company redeemed approximately $125.7 million of the par value of the 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.7 million.

Current wording

On August 20, 2024, an optional redemption of the CLO occurred and all rated notes were repaid in full. As of December 31, 2024, no 2018-2 Secured Notes were outstanding. Accordingly, during 2024, the Company redeemed approximately $125.7 million of the par value of the 2018-2 Secured Notes. In connection therewith, the Company recognized a realized loss on extinguishment of approximately $0.7 million. There were no 2018-2 Secured Notes outstanding as of December 31, 2025.

Previous wording

During the second quarter of 2021, we issued $108.0 million aggregate principal amount of our 4.875% Notes due 2026. The net proceeds for the 4.875% Notes due 2026, after the payment of underwriting expenses, were approximately $104.6 million. Interest on the 4.875% Notes due 2026 is paid semi-annually on April 30 and October 30, at a rate of 4.875%. The 4.875% Notes due 2026 mature on April 30, 2026 and are general unsecured obligations. The indenture governing the 4.875% Notes due 2026 contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. At December 31, 2024, there was approximately $108.0 million of principal amount outstanding, and we were in compliance with all of our debt covenants on the 4.875% Notes due 2026.

Current wording

During the second quarter of 2021, we issued $108.0 million aggregate principal amount of our 4.875% Notes due 2026. The net proceeds for the 4.875% Notes due 2026, after the payment of underwriting expenses, were approximately $104.6 million. Interest on the 4.875% Notes due 2026 is paid semi-annually on April 30 and October 30, at a rate of 4.875%. The 4.875% Notes due 2026 mature on April 30, 2026 and are general unsecured obligations. The indenture governing the 4.875% Notes due 2026 contains certain restrictive covenants, including compliance with certain provisions of the 1940 Act relating to borrowing and dividends. On October 14, 2025, the Company notified the trustee, U.S. Bank Trust Company, National Association, of its election to redeem in full the $108.0 million aggregate principal amount outstanding of its 4.875% Notes due 2026 and redemption occurred on November 13, 2025. The 4.875% Notes due 2026 were redeemed at par plus accrued interest which resulted in a loss of approximately $0.4 million.

Previous wording

On December 18, 2019, Great Lakes Portman Ridge Funding LLC (“GLPRF LLC”), a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (as amended, restated or otherwise modified from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S. Bank National Association serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.

Current wording

On December 18, 2019, Great Lakes Portman Ridge Funding LLC (“GLPRF LLC”), a wholly-owned subsidiary of the Company, entered into a senior secured revolving credit facility (as amended, restated or otherwise modified from time to time, the “Revolving Credit Facility”) with JPMorgan Chase Bank, National Association (“JPM”). JPM serves as administrative agent, U.S. Bank Trust Company, National Association, serves as collateral agent, securities intermediary and collateral administrator, and the Company serves as portfolio manager under the Revolving Credit Facility.

Previous wording

The initial principal amount of the Revolving Credit Facility was $115 million. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $215 million. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by GLPRF LLC and to make advances under delayed draw term loans where GLPRF LLC is a lender.

Current wording

The initial principal amount of the Revolving Credit Facility was $115.0 million. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $215.0 million. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by GLPRF LLC and to make advances under delayed draw term loans where GLPRF LLC is a lender.

Previous wording

At December 31, 2024, GLPRF LLC was in compliance with all of its debt covenants and there was approximately $159.5 million of principal amount outstanding under the Revolving Credit Facility.

Current wording

As of December 31, 2025, GLPRF LLC was in compliance with all of its debt covenants and there was approximately $107.6 million of principal amount of borrowings outstanding under the Revolving Credit Facility.

Showing the first 40 of 53 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Net Realized Gain (Loss) on Investments

Current report — wording carried from elsewhere

Net Change in Unrealized Appreciation (Depreciation) on Investments

Current report — wording carried from elsewhere

As of December 31, 2025, the Company was in compliance with all of its debt covenants and there was approximately $42.7 million of principal amount of borrowings outstanding under the KeyBank Credit Facility.

Current report — wording carried from elsewhere

On March 5, 2026, the Company declared a quarterly base distribution of $0.32 per share of common stock. The distribution is payable on March 27, 2026 to stockholders of record at the close of business on March 16, 2026.

Current report — wording carried from elsewhere

On March 5, 2026, the Company declared a regular monthly base distribution of $0.09 per share of common stock for each of April, May and June 2026. The April 2026 distribution is payable on April 30, 2026 to stockholders of record at the close of business on April 15, 2026. The May 2026 distribution is payable on May 29, 2026 to stockholders of record at the close of business on May 15, 2026. The June 2026 distribution is payable on June 30, 2026 to stockholders of record at the close of business on June 15, 2026.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

At December 31, 2024 and December 31, 2023, the weighted average contractual interest rate on our interest earning Debt Securities Portfolio, was approximately 11.3% and 12.5%, respectively.

Previous report — wording carried elsewhere

Net Unrealized Appreciation (Depreciation) on Investments

Previous report — wording carried elsewhere

61(a)(1) of the 1940 Act in order to maintain its status as a RIC under the Code. In any such event, we would be prohibited from making distributions required in order to maintain our status as a RIC unless made in accordance with any such exemptive or no-action relief granted by the SEC.