BlackRock TCP Capital Corp.

Previous wording

the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;

Current wording

the ability of Tennenbaum Capital Partners, LLC, our investment advisor (the "Advisor"), to locate suitable investments for us and to monitor and administer our investments;

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 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 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 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 Exchange 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 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 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.

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 $132.0 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 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 September 30, 2025, 83.3% 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 March 31, 2026, 82.5% of our total assets were invested in qualifying assets.

Previous wording

administration fees payable under the administration agreement;

Current wording

administration fees payable under the administration agreement with the Administrator (the "Administration Agreement");

Previous wording

Prior to the Closing, the investment advisory agreement provided that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee was calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Current wording

Prior to the Closing, the investment management agreement provided that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee was calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Previous wording

In connection with the Merger, the Company and the Advisor entered into an amended and restated investment advisory agreement (the "Amended and Restated Investment Advisory Agreement”), pursuant to which the Advisor reduced its base management fee rate for managing the Company from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of the Company with no change to the basis of calculation. Prior to the Closing, the Advisor’s base management fee rate for managing the Company was 1.50% on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200% of the net asset value of the Company remains 1.00%. The Company also entered into a fee waiver agreement with the Advisor (the "Fee Waiver Agreement"). The Fee Waiver Agreement provided that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). On February 24, 2025, the Advisor voluntarily agreed to waive one third of its management fee for each of the first three quarters of 2025, starting on January 1, 2025 and ending on September 30, 2025. For the nine months ended September 30, 2025, the Advisor waived $5.5 million in management fees.

Current wording

In connection with the Merger, the Company and the Advisor entered into an amended and restated investment advisory agreement (the "Amended and Restated Investment Advisory Agreement”), pursuant to which the Advisor reduced its base management fee rate for managing the Company from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of the Company with no change to the basis of calculation. Prior to the Closing, the Advisor’s base management fee rate for managing the Company was 1.50% on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200% of the net asset value of the Company remains 1.00%. The Company also entered into a fee waiver agreement with the Advisor (the "Fee Waiver Agreement"). The Fee Waiver Agreement provided that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter).

Previous wording

Additionally, the previous investment advisory agreement dated February 9, 2019 and the Amended and Restated Investment Advisory Agreement each provide that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreements, no incentive compensation was incurred prior to January 1, 2013. Under the previous investment advisory agreement, dated February 9, 2019, and as continued under the Amended and Restated Investment Advisory Agreement, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Investment Advisers Act of 1940.

Current wording

Additionally, the previous investment management agreement dated February 9, 2019 and the Amended and Restated Investment Advisory Agreement each provide that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreements, no incentive compensation was incurred prior to January 1, 2013. Under the previous investment management agreement, dated February 9, 2019, and as continued under the Amended and Restated Investment Advisory Agreement, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Investment Advisers Act of 1940.

Previous wording

As of September 30, 2025, 0.0% of our investments were categorized as Level 1, 0.3% were categorized as Level 2, 99.6% 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 March 31, 2026, 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

As of December 31, 2024, 0.0% of our investments were categorized as Level 1, 1.6% were categorized as Level 2, 98.3% 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 three months ended September 30, 2025, we invested approximately $63.1 million, comprised of new investments in 5 new and 2 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $61.8 million, or 97.9% of total acquisitions, were in senior secured loans. The remaining $1.3 million, or 2.1% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $139.5 million in proceeds from sales or repayments of investments during the three months ended September 30, 2025.

Current wording

During the three months ended March 31, 2026, we invested approximately $22.5 million, comprised of new investments in 6 new and 2 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $18.0 million, or 80.1% of total acquisitions, were in senior secured loans. The remaining $4.5 million, or 19.9% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $135.3 million in proceeds from sales or repayments of investments during the three months ended March 31, 2026.

Previous wording

At September 30, 2025, our consolidated investment portfolio of $1,716.7 million (at fair value) consisted of 149 portfolio companies and was invested 89.7% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.3% in senior secured loans, 3.4% in senior secured notes, 0.0% in unsecured debt and 10.3% in equity investments. Our average portfolio company investment at fair value was approximately $11.5 million. Our largest portfolio company investment based on fair value was approximately 6.5% of our portfolio and our five largest portfolio company investments based on fair value comprised approximately 20.8% of our portfolio at September 30, 2025.

Current wording

At March 31, 2026, our consolidated investment portfolio of $1,388.7 million (at fair value) consisted of 139 portfolio companies and was invested 91.8% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.5% in senior secured loans, 4.3% in senior secured notes, 0.0% in unsecured debt and 8.2% in equity investments. Our average portfolio company investment at fair value was approximately $10.0 million. Our largest portfolio company investment based on fair value was approximately 8.3% of our portfolio and our five largest portfolio company investments based on fair value comprised approximately 24.9% of our portfolio at March 31, 2026.

Previous wording

At December 31, 2024, our consolidated investment portfolio of $1,794.8 million (at fair value) consisted of 154 portfolio companies and was invested 91.5% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.9% in senior secured loans, 3.3% in senior secured notes, 0.3% in unsecured debt and 8.5% in equity investments. Our average portfolio company investment at fair value was approximately $11.7 million. Our largest portfolio company investment based on fair value was approximately 6.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 18.3% of our portfolio at December 31, 2024.

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 11.5% at September 30, 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 10.3% at September 30, 2025 and 11.1% at December 31, 2024. At September 30, 2025, 94.2% 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 5.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 95.2% at September 30, 2025. Debt and preferred equity investments in nine portfolio companies were on non-accrual status as of September 30, 2025, representing 3.5% of the portfolio at fair value and 7.0% 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.

Current wording

The weighted average effective yield of our debt portfolio based on fair value was 10.9% at March 31, 2026 and 11.1% at December 31, 2025, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 10.1% at March 31, 2026 and 10.2% at December 31, 2025. At March 31, 2026, 94.4% of debt investments in our portfolio bore interest based on floating rates, such as the Secured Overnight Financing Rate (“SOFR”), Euro Interbank Offered Rate (“EURIBOR”), Canadian Overnight Repo Rate Average (“CORRA”), the Federal Funds Rate or the Prime Rate, and 5.6% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.6% at March 31, 2026. Debt and preferred equity investments in thirteen portfolio companies were on non-accrual status as of March 31, 2026, representing 2.8% of the portfolio at fair value and 7.6% at cost. 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.

Previous wording

Investment income totaled $50.5 million and $70.9 million, respectively, for the three months ended September 30, 2025 and 2024, of which $48.9 million and $69.2 million were attributable to interest and fees on our debt investments, $1.6 million and $1.6 million to dividend income and $0.0 million and $0.1 million to other income, respectively. Included in interest and fees on our debt investments were $2.4 million and $6.7 million of non-recurring income related to prepayments and $0.1 million and $0.5 million in amendment fees for the three months ended September 30, 2025 and 2024, respectively. The decrease in investment income for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the three months ended September 30, 2025.

Current wording

Investment income totaled $42.6 million and $55.9 million, respectively, for the three months ended March 31, 2026 and 2025, of which $41.2 million and $52.6 million were attributable to interest and fees on our debt investments, $1.4 million and $3.3 million to dividend income and $0.0 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $2.4 million and $2.4 million of non-recurring income related to prepayments and $0.4 million and $0.2 million in amendment fees for the three months ended March 31, 2026 and 2025, respectively. The decrease in investment income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the three months ended March 31, 2026.

Previous wording

Total operating expenses for the three months ended September 30, 2025 and 2024 were $23.2 million and $37.1 million, respectively, comprised of $16.8 million and $21.2 million in interest expense and related fees, $5.5 million and $6.2 million in base management fees, $0.8 million and $0.8 million in professional fees, $0.4 million and $0.5 million in administrative expenses, $0.0 million and $6.5 million in incentive fee expense, and $1.6 million and $1.9 million in other expenses, respectively, offset by $1.8 million and $0.0 million in management fee waivers. The decrease in operating expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily reflects a decrease in incentive fee expense due to the Company not accruing incentive fees in the three months ended September 30, 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 three months ended September 30, 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 three months ended September 30, 2025.

Current wording

Total operating expenses for the three months ended March 31, 2026 and 2025 were $24.1 million and $23.7 million, respectively, comprised of $16.0 million and $17.1 million in interest expense and related fees, $4.7 million and $5.5 million in base management fees, $1.5 million and $0.9 million in professional fees, $0.5 million and $0.6 million in administrative expenses, $0.0 million and $0.0 million in incentive fee expense, and $1.4 million and $1.4 million in other expenses, respectively, offset by $0.0 million and $1.8 million in management fee waivers. The increase in operating expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily reflects an increase in net management fees due to the Company not accruing a management fee waiver during the three months ended March 31, 2026 and an increase in professional fees, partially offset by a decrease in interest expense as a result of lower debt outstanding and due to lower SOFR rates during the three months ended March 31, 2026.

Previous wording

Net investment income was $27.3 million and $33.9 million, respectively, for the three months ended September 30, 2025 and 2024. The decrease in net investment income for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily reflects the decrease in total investment income, partially offset by a decrease in expenses during the three months ended September 30, 2025.

Current wording

Net investment income was $18.5 million and $32.2 million, respectively, for the three months ended March 31, 2026 and 2025. The decrease in net investment income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily reflects the decrease in total investment income and increase in expenses during the three months ended March 31, 2026.

Previous wording

Net realized gain (loss) for the nine months ended September 30, 2025 and 2024 was $(204.3) million and $(67.1) million, respectively. Net realized loss for the nine months ended September 30, 2025 was comprised primarily of $72.6 million, $24.6 million, $22.5 million, $11.5 million and $10.7 million in losses from the restructuring of our investments in Razor, Seller X, Khoros, InMoment and Homerenew Buyer, and $24.5 million, $13.2 million and $11.5 million in losses from the disposition of our investments in Securus and Conergy, respectively. Net realized loss for the nine months ended September 30, 2024 was 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.

Current wording

Net realized gain (loss) for the three months ended March 31, 2026 and 2025 was $(32.7) million and $(40.9) million, respectively. Net realized loss for the three months ended March 31, 2026 was comprised primarily of $19.1 million, $11.5 million, and $4.6 million in losses from the restructuring of our investments in Alpine, Fishbowl, and Suited Connector, respectively.

Previous wording

For the three months ended September 30, 2025 and 2024, the change in net unrealized appreciation (depreciation) was $94.1 million and $19.2 million, respectively. The change in net unrealized appreciation for the three months ended September 30, 2025 primarily reflects a $74.6 million reversal of previously recognized unrealized loss from the restructuring of our investment in Razor, $13.2 million, $4.9 million, $3.7 million, and $2.8 million reversals of previously recognized unrealized losses from the disposition of our investments in Conergy, INH Buyer, Iracore and Conventional Lending, respectively, and $7.3 million and $2.3 million in gains on our investments in NEP and Domo, respectively, partially offset by a $6.9 million unrealized loss on our investment in Alpine, a $1.5 million unrealized loss on our investment in Fishbowl, a $1.4 million unrealized loss on our investment in Pluralsight, a $1.3 million unrealized loss on our investment in SellerX, and a $1.3 million unrealized loss on our investment in Paramount. The change in net unrealized depreciation for the three months ended September 30, 2024 primarily reflects $24.1 million and $7.6 million reversals of previous unrealized losses from the restructuring of our investments in Pluralsight and McAfee, respectively, a $4.2 million unrealized gain on our investment in Securus, a $3.6 million unrealized gain on our investment in Domo and other unrealized gains across the portfolio, partially offset by an $8.0 million unrealized loss on our investment in Gordon Brothers, a $4.0 million unrealized loss on our investment in SellerX, a $3.3 million unrealized loss on our investment in InMoment, a $2.8 million unrealized loss on our investment in Edmentum and a $2.2 million unrealized loss on our investment in Alpine.

Current wording

For the three months ended March 31, 2026 and 2025, the change in net unrealized appreciation (depreciation) was $(2.0) million and $29.6 million, respectively. The change in net unrealized depreciation for the three months ended March 31, 2026 primarily reflects an $11.1 million unrealized loss on our investment in Job and Talent, a $2.8 million unrealized loss on our investment in Pluralsight, a $2.5 million unrealized loss on our investment in Brook & Whittle, and a $2.2 million unrealized loss on our investment in Domo, partially offset by $17.8 million, $12.3 million, and $4.5 million reversals of previously recognized unrealized losses from the restructuring of our investments in Alpine, Fishbowl and Suited Connector, respectively. The change in net unrealized appreciation for the three months ended March 31, 2025 primarily reflects $23.9 million, $7.5 million and $5.3 million reversals of previously recognized unrealized losses from the dispositions of our investments in Securus, CIBT and McAfee, respectively, a $10.8 million unrealized gain on our investment in Job and Talent and a $5.3 million unrealized gain on our investment in AutoAlert, partially offset by an $8.0 million unrealized loss on our investment in Razor, a $2.7 million unrealized loss on our investment in Gordon Brothers, a $2.3 million unrealized loss on our investment in Alpine, and a $2.3 million unrealized loss on our investment in Brook & Whittle.

Previous wording

Incentive fees, included in operating expenses for the three months ended September 30, 2025 and 2024 were $0.0 million and $6.5 million, and for the nine months ended September 30, 2025 and 2024 were $0.0 million and $19.2 million, respectively. The decrease in incentive fee expense for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was due to the Company not accruing incentive fees for the three and nine months ended September 30, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle.

Current wording

Incentive fees, included in operating expenses for the three months ended March 31, 2026 and 2025 were $0.0 million and $0.0 million, respectively. There was no change in incentive fee expense for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to the Company not accruing incentive fees for the three months ended March 31, 2026 and March 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. No excise tax was incurred for the nine months ended September 30, 2025.

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. No excise tax was incurred for the three months ended March 31, 2026.

Previous wording

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $24.4 million and $21.6 million for the three months ended September 30, 2025 and 2024, respectively. The increase in net assets resulting from operations during the three months ended September 30, 2025 was primarily due to lower net realized and unrealized losses, partially offset by lower net investment income compared to the three months ended September 30, 2024.

Current wording

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(16.3) million and $20.9 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in net assets resulting from operations during the three months ended March 31, 2026 was primarily due to higher net realized and unrealized losses and lower net investment income compared to the three months ended March 31, 2025.

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 March 18, 2024, 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 nine months ended September 30, 2025, approximately $2.5 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 March 18, 2024, 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 three months ended March 31, 2026, approximately $0.4 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

On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 29, 2025, to be in effect through the earlier of April 30, 2026, unless further extended or terminated by our Board of Directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

Current wording

On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 29, 2026, to be in effect through the earlier of April 30, 2027, unless further extended or terminated by the Company's Board of Directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

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 nine months ended September 30, 2025:

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 three months ended March 31, 2026 and 2025:

Previous wording

Except for the 2026 Notes and 2029 Notes, all carrying values are the same as the principal amounts outstanding.

Current wording

Except for the 2029 Notes, all carrying values are the same as the principal amounts outstanding.

Previous wording

The outstanding amount was subject to a SOFR credit adjustment of 0.10%.

Current wording

As of March 31, 2026, $220.0 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%. $4.0 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 September 30, 2025, the Company’s asset coverage ratio was 177.8%.

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 March 31, 2026, the Company’s asset coverage ratio was 168.3%.

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 $132.0 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 $107.2 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 nine months ended September 30, 2025 was $114.4 million, consisting primarily of $59.5 million in net investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $54.8 million.

Current wording

Net cash provided by operating activities during the three months ended March 31, 2026 was $159.1 million, consisting primarily of the settlement of dispositions of investments (net of acquisitions) of $141.9 million and $17.2 million in net investment income (net of non-cash income and expenses).

Previous wording

Net cash used by financing activities was $145.0 million during the nine months ended September 30, 2025, consisting primarily of $92.0 million in repayment of 2025 Notes, $74.0 million in dividends paid to common shareholders, $1.4 million in payments of debt issuance costs and $0.5 million in repurchases of shares offset by $22.9 million in net credit facility draws.

Current wording

Net cash used by financing activities was $126.9 million during the three months ended March 31, 2026, consisting primarily of $325.0 million in repayment of 2026 Notes, $14.3 million in dividends paid to common shareholders and $2.3 million in repurchases of shares offset by $214.7 million in net credit facility draws.

Previous wording

At September 30, 2025, we had $61.0 million in cash and cash equivalents.

Current wording

At March 31, 2026, we had $93.3 million in cash and cash equivalents.

Previous wording

The Operating Facility, Funding Facility II and Merger Sub Facility (in the aggregate) are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the Operating Facility, Funding Facility II and Merger Sub Facility, and may therefore impact our ability to borrow under the Operating Facility, Funding Facility II and Merger Sub Facility. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At September 30, 2025, we were in compliance with all financial and operational covenants required by the Leverage Program.

Current wording

The Operating Facility, Funding Facility II and Merger Sub Facility (in the aggregate) are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum stockholders’ equity, the maintenance of a ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the Operating Facility, Funding Facility II and Merger Sub Facility, and may therefore impact our ability to borrow under the Operating Facility, Funding Facility II and Merger Sub Facility. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At March 31, 2026, we were in compliance with all financial and operational covenants required by the Leverage Program.

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 2026 Notes and the 2029 Notes, mature in August 2029, August 2027, 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.

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, and the 2029 Notes, mature in August 2029, July 2029, September 2028, 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

the Administrator (the “Administration Agreement”), the Administrator provides us with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the Amended and Restated Investment Advisory Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other.

Current wording

In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Advisor. Under the Administration Agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the Administration Agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the Amended and Restated Investment Advisory Agreement and Administration Agreement without penalty upon not less than 60 days’ written notice to the other.

Previous wording

The following tables summarize dividends declared for the nine months ended September 30, 2025 and 2024:

Current wording

The following tables summarize dividends declared for the three months ended March 31, 2026 and 2025:

Previous wording

Each of the Company, TCPC Funding II, and the SBIC has entered into an investment advisory agreement with the Advisor.

Current wording

Each of the Company, TCPC Funding II, and the SBIC has entered into an investment management agreement with the Advisor.

Previous wording

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the general partner or managing member of certain other funds managed by the Advisor.

Current wording

The Company has entered into the Administration Agreement with the Administrator. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the general partner or managing member of certain other funds managed by the Advisor.

Previous wording

We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “BlackRock”

Current wording

The Company has entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “BlackRock” and “TCP”.

Previous wording

From October 1, 2025 through November 5, 2025, the Company repurchased 169,964 shares pursuant to the Company Repurchase Plan at a weighted average price of $5.80, for a total cost of $977,677.

Current wording

From April 1, 2026 through May 7, 2026, the Company repurchased 156,370 shares pursuant to the Company Repurchase Plan at a weighted average price of $3.78, for a total cost of $0.6 million.