RAND CAPITAL CORP

Disclosure Controls and Procedures. The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Chief Executive Officer and the Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of March 31, 2026. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s controls and procedures were not effective as of March 31, 2026 as a result of material weakness in the controls related to the accounting for income taxes and related disclosures discussed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

As previously disclosed in Part II, Item 9A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, management commenced the following remediation actions relating to this material weakness:

•

Engaging a new third-party tax advisory firm with enhanced technical resources and review procedures.

•

Implementing additional management review controls over the income tax provision, including documented review procedures.

•

Enhancing internal documentation supporting the completeness and accuracy of data used in tax calculations.

The Chief Executive Officer and Chief Financial Officer believe these measures will remediate the identified material weakness; however, the material weakness will not be considered remediated until the enhanced controls have been implemented and have operated effectively for a sufficient period of time to enable management to conclude, through testing, that the controls are operating effectively.

Changes in Internal Control over Financial Reporting. Except for the material weakness and remediation efforts described above, there have been no changes in our internal control over financial reporting during the Corporation’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.