BlackRock TCP Capital Corp.

From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. The Company, the affiliated funds and the Advisor intend to vigorously defend against these claims and filed a motion to dismiss the lawsuit on November 6, 2023, which was argued in court on March 6, 2024. On November 8, 2024, the court issued a decision, granting in part and denying in part the motion to dismiss. As a result, on December 6, 2024, the plaintiffs filed an amended complaint containing substantially similar allegations but without the claims dismissed by the court. On January 23, 2025, the Company, the Advisor and the funds managed by it, along with other defendants, filed a motion to dismiss one of the counts in the amended complaint, which was granted on September 11, 2025. As of the date of this report, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.

On February 3, 2026, a putative securities class action lawsuit was filed in the United States District Court for the Central District of California, captioned Burnell v. BlackRock TCP Capital Corp., et al., Case No. 2:26-cv-01102. The complaint names the Company and certain of its current and former executive officers as defendants. The complaint purports to be brought on behalf of a class of persons who purchased or otherwise acquired the Company’s securities between November 6, 2024 and January 23, 2026, and alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on alleged materially false and misleading statements and/or omissions concerning the Company’s business, operations and financial condition. The plaintiff seeks unspecified compensatory damages, interest, attorneys’ fees and costs, and other relief. The Company believes the claims are without merit and intends to defend the action vigorously. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.

On February 24, 2026, a purported shareholder derivative action was filed in the United States District Court for the Central District of California, captioned Terwilliger, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al., Case No. 2:26-cv-01968. The defendants are certain current and former officers and directors of the Company. The Company is named as a nominal defendant. The complaint asserts claims on behalf of the Company for alleged breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising out of alleged wrongdoing by the defendants between November 6, 2024 and January 23, 2026, including allegedly making or causing the Company to make materially false and misleading statements and omissions regarding the Company’s business, operations, and prospects. The plaintiff seeks unspecified damages on behalf of the Company, corporate governance reforms, restitution, attorneys’ fees and costs, and such other relief as the court may deem just and proper. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.

On April 14, 2026, a putative class action complaint was filed in the Commonwealth of Massachusetts Superior Court, Middlesex County, captioned Curran, Comegna, Jones, and Inoa, on behalf of themselves and all others similarly situated v. BlackRock TCP Capital Corp., et al. The complaint names the Company, a BlackRock portfolio manager, and John Does 1-5 as defendants. The complaint purports to be brought on behalf of a class of all individuals who worked for Newpro Operating, LLC (“Newpro”), a subsidiary of portfolio company Renovo Home Partners, LLC (“Renovo”), as of October 2025, when Newpro ceased operations and Renovo subsequently filed for chapter 7 bankruptcy. The complaint alleges that the defendants violated the Massachusetts Wage Act, M.G.L. c. 149, § 148, by failing to pay (1) their final wages, (2) amounts withheld from employees’ pay in so-called "forget me accounts" for that year, and (3) accrued paid vacation days upon their involuntary termination on or about October 28, 2025. The complaint alleges that the Company controlled, directed, or participated to a substantial degree in formulating and determining the policy of Newpro, including the decision to terminate Newpro’s employees without paying their earned but unpaid wages, and is therefore jointly and severally liable under Massachusetts law. The plaintiffs seek treble damages, interest, and attorneys’ fees and costs. The Company believes the claims are without merit and intends to defend the action vigorously. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.