FIDUS INVESTMENT Corp

Previous wording

the impact of geopolitical conditions, including the ongoing conflict between Ukraine and Russia, the ongoing conflicts in the Middle East, and U.S. and China relations, and its impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally;

Current wording

the impact of geopolitical conditions, including ongoing conflict between Ukraine and Russia, ongoing conflicts in the Middle East, the ongoing turmoil in Europe, and U.S. and China relations, and its impact on financial market volatility, global economic markets, and various sectors, industries and markets for commodities globally;

Previous wording

FIC was formed as a Maryland corporation on February 14, 2011. We completed our initial public offering, or IPO, in June 2011. On June 20, 2011, FIC acquired all of the limited partnership interests of Fidus Mezzanine Capital, L.P. (“Fund I”) and membership interests of Fidus Mezzanine Capital GP, LLC, its general partner, resulting in Fund I becoming our wholly-owned subsidiary. Immediately following the acquisition, we and Fund I elected to be treated as business development companies, or BDCs, under the 1940 Act and our investment activities have been managed by Fidus Investment Advisors, LLC, our investment advisor, and supervised by our board of directors, a majority of whom are independent of us. We commenced operations of Fidus Mezzanine Capital II, L.P. (“Fund II”), Fidus Mezzanine Capital III, L.P. (“Fund III”), and Fidus Mezzanine Capital IV, L.P. (“Fund IV”), each a wholly owned subsidiary, on March 29, 2013, April 18, 2018, and November 28, 2023, respectively.

Current wording

FIC was formed as a Maryland corporation on February 14, 2011. We completed our initial public offering, or IPO, in June 2011. On June 20, 2011, FIC acquired all of the limited partnership interests of Fidus Mezzanine Capital, L.P. (“Fund I”) and membership interests of Fidus Mezzanine Capital GP, LLC, its general partner, resulting in Fund I becoming our wholly-owned subsidiary. Immediately following the acquisition, we and Fund I elected to be treated as business development companies, or BDCs, under the 1940 Act and our investment activities have been managed by Fidus Investment Advisors, LLC, our investment advisor, and supervised by our board of directors, a majority of whom are independent of us. We commenced operations of Fidus Mezzanine Capital II, L.P. (“Fund II”), Fidus Mezzanine Capital III, L.P. (“Fund III”), and Fidus Mezzanine Capital IV, L.P. (“Fund IV” and together with Fund III, the “SBIC Funds”), each a wholly owned subsidiary, on March 29, 2013, April 18, 2018, and November 28, 2023, respectively.

Previous wording

During the nine months ended September 30, 2025 and 2024, we invested $284.5 million and $274.2 million, respectively, in debt and equity investments including twelve and eleven new portfolio companies, respectively. During the nine months ended September 30, 2025 and 2024, we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $203.3 million and $154.1 million, respectively, including an exit of five portfolio companies and six portfolio companies, respectively. The following table summarizes purchases of investments and sales and repayments of investments by type for the nine months ended September 30, 2025 and 2024 (dollars in millions).

Current wording

During the three months ended March 31, 2026 and 2025, we invested $118.6 million and $115.6 million, respectively, in debt and equity investments including two and seven new portfolio companies, respectively. During the three months ended March 31, 2026 and 2025, we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $73.1 million and $57.3 million, respectively, including an exit of one portfolio company and two portfolio companies, respectively. The following table summarizes purchases of investments and sales and repayments of investments by type for the three months ended March 31, 2026 and 2025 (dollars in millions).

Previous wording

(1) For the nine months ended September 30, 2025 and 2024, first lien debt includes unitranche securities, which account for 49.8% and 32.3% of purchases, respectively. For the nine months ended September 30, 2025 and 2024, first lien debt includes unitranche securities, which account for 2.6% and 6.3% of repayments, respectively.

Current wording

(1) For the three months ended March 31, 2026 and 2025, first lien debt includes unitranche securities, which account for 48.0% and 51.5% of purchases, respectively. For the three months ended March 31, 2026 and 2025, first lien debt includes unitranche securities, which account for 18.4% and 1.0% of repayments, respectively.

Previous wording

As of December 31, 2024, the fair value of our investment portfolio totaled $1.1 billion and consisted of 87 active portfolio companies and four portfolio companies that have sold their underlying operations. As of December 31, 2024, 50 portfolio companies’ debt investments bore interest at a variable rate, which represented $704.0 million, or 74.5%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed-rate investments. Overall, the portfolio had net unrealized appreciation of $15.3 million as of December 31, 2024. As of December 31, 2024, our average active portfolio company investment at amortized cost was $12.4 million, which excludes investments in four portfolio companies that have sold their underlying operations.

Current wording

As of March 31, 2026, the fair value of our investment portfolio totaled $1.4 billion and consisted of 97 active portfolio companies and seven portfolio companies that have sold their underlying operations. As of March 31, 2026, 58 portfolio companies’ debt investments bore interest at a variable rate, which represented $884.0 million, or 72.5%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed-rate investments. Overall, the portfolio had net unrealized appreciation of $33.1 million as of March 31, 2026. As of March 31, 2026, our average active portfolio company investment at amortized cost was $13.8 million, which excludes investments in seven portfolio companies that have sold their underlying operations.

Previous wording

As of September 30, 2025, the fair value of our investment portfolio totaled $1.2 billion and consisted of 92 active portfolio companies and six portfolio companies that have sold their underlying operations. As of September 30, 2025, 50 portfolio companies’ debt investments bore interest at a variable rate, which represented $755.3 million, or 72.0%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed-rate investments. Overall, the portfolio had net unrealized appreciation of $23.4 million as of September 30, 2025. As of September 30, 2025, our average active portfolio company investment at amortized cost was $12.6 million, which excludes investments in six portfolio companies that have sold their underlying operations.

Current wording

As of December 31, 2025, the fair value of our investment portfolio totaled $1.3 billion and consisted of 97 active portfolio companies and six portfolio companies that have sold their underlying operations. As of December 31, 2025, 58 portfolio companies’ debt investments bore interest at a variable rate, which represented $890.1 million, or 75.3%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed-rate investments. Overall, the portfolio had net unrealized appreciation of $25.5 million as of December 31, 2025. As of December 31, 2025, our average active portfolio company investment at amortized cost was $13.4 million, which excludes investments in six portfolio companies that have sold their underlying operations.

Previous wording

The weighted average yield on debt investments as of September 30, 2025 and December 31, 2024 was 13.0% and 13.3%, respectively. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost including the accretion of OID and debt investment origination fees, but excluding investments on non-accrual status.

Current wording

The weighted average yield on debt investments as of March 31, 2026 and December 31, 2025 was 12.5% and 12.6%, respectively. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost as of March 31, 2026 and December 31, 2025, including the accretion of OID and debt investment origination fees, but excluding investments on non-accrual status and investments recorded as a secured borrowing.

Previous wording

(1) Includes unitranche investments, which account for 46.7% and 47.7% of our portfolio on a fair value and cost basis as of September 30, 2025, respectively. Includes unitranche investments, which account for 39.9% and 40.4% of our portfolio on a fair value and cost basis as of December 31, 2024, respectively.

Current wording

(1) Includes unitranche investments, which account for 50.0% and 51.3% of our portfolio on a fair value and cost basis as of March 31, 2026, respectively. Includes unitranche investments, which account for 48.3% and 49.3% of our portfolio on a fair value and cost basis as of December 31, 2025, respectively.

Previous wording

We also have observed, and continue to observe, commodity inflation, elements of financial market instability (including elevated interest rates), supply chain disruptions, changes to U.S. tariff and trade policies and uncertainty relating to such changes, labor and resource shortages, an uncertain economic outlook for the United States (which may include a recession), and elements of geopolitical instability (including the ongoing war in Ukraine and U.S. and China relations and ongoing conflicts in the Middle East). In the event that the U.S. economy enters into a protracted recession, it is possible that the results of certain U.S. middle market companies could experience deterioration. We are closely monitoring the effect of such market volatility may have on our portfolio companies and our investment activities. We also are maintaining close communications with our portfolio companies and have also increased oversight of credits in vulnerable industries to mitigate any decline in loan performance and reduce credit risk.

Current wording

We also have observed, and continue to observe, supply chain disruptions, labor and resource shortages, commodity inflation, elements of financial market instability (including elevated interest rates), changes to U.S. tariff and trade policies and uncertainty relating to such changes, an uncertain economic outlook for the United States (which may include a recession), and elements of geopolitical instability (including the ongoing war in Ukraine, U.S. and China relations, and ongoing conflicts in the Middle East). In the event that the U.S. economy enters into a protracted recession, it is possible that the results of certain U.S. middle market companies could experience deterioration. We are closely monitoring the effect of such market volatility may have on our portfolio companies and our investment activities. We also are maintaining close communications with our portfolio companies and have also increased oversight of credits in vulnerable industries to mitigate any decline in loan performance and reduce credit risk.

Previous wording

As of September 30, 2025 and December 31, 2024, we had debt investments in three and four portfolio companies on non-accrual status (dollars in millions), respectively.

Current wording

As of March 31, 2026 and December 31, 2025, we had debt investments in two portfolio companies on non-accrual status (dollars in millions), respectively.

Previous wording

Comparison of three and nine months ended September 30, 2025 and 2024

Current wording

Comparison of three months ended March 31, 2026 and 2025

Previous wording

For the nine months ended September 30, 2025, total investment income was $113.7 million, an increase of $5.0 million or 4.6%, from the $108.7 million of total investment income for the nine months ended September 30, 2024. As reflected in the table above, the increase is primarily attributable to the following:

Current wording

For the three months ended March 31, 2026, total investment income was $47.5 million, an increase of $11.0 million or 30.2%, from $36.5 million of total investment income for the three months ended March 31, 2025. As reflected in the table above, the increase is primarily attributable to the following:

Previous wording

$0.3 million increase in total interest income (which includes a $1.4 million increase in payment-in-kind ("PIK") interest income) resulting from an increase in average debt investment balances, partially offset by a decrease in weighted average yield on debt investment balances outstanding during 2025 as compared to the same period in 2024.

Current wording

$4.8 million increase in total interest income (which includes payment-in-kind (“PIK”) interest income) resulting from an increase in average debt investment balances, partially offset by a decrease in weighted average yield on debt investment balances outstanding during 2026 as compared to the same period in 2025.

Previous wording

$0.4 million decrease in dividend income due to a decrease in distributions received from equity investments, during 2025 as compared to the same period in 2024.

Current wording

$0.9 million decrease in dividend income due to a decrease in distributions received from equity investments, during 2026 as compared to the same period in 2025.

Previous wording

$0.4 million increase in interest on idle funds and other income due to an increase in average cash balances outstanding during 2025 as compared to the same period in 2024.

Current wording

$0.3 million increase in interest on idle funds resulting from an increase in average cash balances outstanding during 2026 as compared to the same period in 2025.

Previous wording

For the three months ended September 30, 2025, total expenses, including the base management fee waiver and income tax provision, were $19.9 million, an increase of $2.9 million or 17.2%, from the $17.0 million of total expenses, including the base management fee waiver and income tax provision, for the three months ended September 30, 2024. As reflected in the table above, changes across the periods were primarily attributable to the following:

Current wording

For the three months ended March 31, 2026, total expenses, including income tax provision, were $22.9 million, an increase of $4.6 million or 25.2%, from the $18.3 million of total expenses, including income tax provision, for the three months ended March 31, 2025. As reflected in the table above, changes across the periods were primarily attributable to the following:

Previous wording

$1.6 million increase in interest and financing expenses due to an increase in the weighted average interest rate of our debt outstanding and an increase in weighted average borrowings outstanding during 2025 as compared to the same period in 2024.

Current wording

$3.0 million increase in interest and financing expenses due to an increase the weighted average interest rate of our debt outstanding and an increase in average borrowings outstanding during 2026 as compared to the same period in 2025.

Previous wording

$0.5 million net increase in the base management fee, including the base management fee waiver, due to higher average total assets during 2025 as compared to the same period in 2024.

Current wording

$1.0 million net increase in base management fee, including the base management fee waiver, due to higher average total assets during 2026 as compared to the same period in 2025.

Previous wording

$0.8 million decrease in the income incentive fee due to a decrease in pre-incentive fee net investment income during 2025 as compared to the same period in 2024.

Current wording

$1.2 million increase in the income incentive fee due to an increase in pre-incentive fee net investment income during 2026 as compared to the same period in 2025.

Previous wording

$1.4 million increase in the accrued capital gains incentive fee due to a net $6.7 million increase in net gain on investments and realized losses on extinguishment of debt during 2025 as compared to the same period in 2024.

Current wording

$1.3 million decrease in the accrued capital gains incentive fee due to a net $6.2 million decrease in net gain on investments and realized losses on extinguishment of debt during 2026 as compared to the same period in 2025.

Previous wording

$0.2 million increase in professional fees due to increased legal fees during 2025 as compared to the same period in 2024.

Current wording

$0.4 million increase in professional fees due to an increase in legal, accounting and tax fees, and the write off of unutilized equity offering costs associated with our previous shelf registration statement.

Previous wording

Net investment income decreased by $4.0 million, or (18.9%), to $17.4 million during the three months ended September 30, 2025 as compared to the same period in 2024, as a result of the $1.1 million decrease in total investment income, and the $2.9 million increase in total expenses, including the base management fee waiver and income tax provision.

Current wording

Net investment income increased by $6.4 million, or 35.2%, to $24.6 million during the three months ended March 31, 2026 as compared to the same period in 2025, as a result of the $11.0 million increase in total investment income and the $4.6 million increase in total expenses, including base management fee waiver and income tax provision.

Previous wording

For the three and nine months ended September 30, 2024, the total net realized gain/(loss) on investments, before income tax (provision)/benefit, was $(0.4) million and $12.2 million. Income tax (provision) benefit from realized gains on investments was zero and $(1.6) million for the three and nine months ended September 30, 2024, respectively. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Realized gains (losses) for the three and nine months ended September 30, 2024 are summarized below (dollars in millions):

Current wording

For the three months ended March 31, 2026, the total net realized gain/(loss) on investments, before income tax (provision)/benefit, was $(12.2) million. Income tax (provision) benefit from realized gains on investments was $(0.1) million for the three months ended March 31, 2026. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Realized gains (losses) for the three months ended March 31, 2026 are summarized below (dollars in millions):

Previous wording

For the three and nine months ended September 30, 2025, the total net realized gain/(loss) on investments, before income tax (provision)/benefit, was $(0.9) million and $4.8 million, respectively. Income tax (provision) benefit from realized gains on investments was $(0.4) million and $(2.3) million for the three and nine months ended September 30, 2025, respectively. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Realized gains (losses) for the three and nine months ended September 30, 2025 are summarized below (dollars in millions):

Current wording

For the three months ended March 31, 2025, the total net realized gain/(loss) on investments, before income tax (provision)/benefit, was $13.3 million. Income tax (provision) benefit from realized gains on investments was $(1.8) million for the three months ended March 31, 2025. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Realized gains (losses) for the three months ended March 31, 2025 are summarized below (dollars in millions):

Previous wording

During the three and nine months ended September 30, 2025 and 2024, we recorded a net change in unrealized appreciation (depreciation) on investments attributable to the following (dollars in millions):

Current wording

During the three months ended March 31, 2026 and 2025, we recorded a net change in unrealized appreciation (depreciation) on investments attributable to the following (dollars in millions):

Previous wording

Net increase (decrease) in net assets resulting from operations during the three months ended September 30, 2025 and 2024 was $19.1 million and $16.5 million, respectively, as a result of the events described above.

Current wording

Net increase (decrease) in net assets resulting from operations during the three months ended March 31, 2026 and 2025 was $19.9 million and $19.7 million, respectively, as a result of the events described above.

Previous wording

As of September 30, 2025, we had $62.3 million in cash and cash equivalents and our net assets totaled $711.0 million. We believe that our current cash and cash equivalents on hand, our credit facility, our continued access to SBA-guaranteed debentures, and our anticipated cash flows from investments will provide adequate capital resources with which to operate and finance our investment business and make distributions to our stockholders for at least the next 12 months. We intend to generate additional cash primarily from the future offerings of debt and equity securities (including the ATM Program) and future borrowings, as well as cash flows from operations, including income earned from investments in our portfolio companies. On both a short-term and long-term basis, our primary use of funds will be investments in portfolio companies and cash distributions to our stockholders. During the nine months ended September 30, 2025, we repaid $28.5 million of SBA debentures relating to Fund III that would have matured during the period March 1, 2032 through September 1, 2033. Our remaining outstanding SBA debentures begin to mature in 2029 and subsequent years through 2036, which will require repayment on or before the respective maturity dates. In light of current market conditions, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances. This “Financial Liquidity and Capital Resources” section should be read in conjunction with the notes of our consolidated financial statements.

Current wording

ATM Program (as defined below)) and future borrowings, as well as cash flows from operations, including income earned from investments in our portfolio companies. On both a short-term and long-term basis, our primary use of funds will be investments in portfolio companies and cash distributions to our stockholders. During the three months ended March 31, 2026, we repaid $7.0 million of SBA debentures relating to Fund III that would have matured during the period March 1, 2033 through September 1, 2033. Our remaining outstanding SBA debentures begin to mature in 2029 and subsequent years through 2036, which will require repayment on or before the respective maturity dates. In light of current market conditions, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances. This “Financial Liquidity and Capital Resources” section should be read in conjunction with the notes of our consolidated financial statements.

Previous wording

For the nine months ended September 30, 2025, we experienced a net increase in cash and cash equivalents in the amount of $5.2 million. During that period, we made payments of $42.2 million of cash for operating activities, which included the funding of $284.5 million of investments that was partially offset by proceeds received from sales and repayments of investments of $203.3 million. During the same period, we received gross proceeds from the issuance of the March 2030 Notes of $100.0 million, received proceeds from the issuances of SBA debentures of $44.5 million, redeemed $25.0 million of the aggregate principal amount on our January 2026 Notes, repaid SBA debentures of $28.5 million relating to Fund III, repaid $30.0 million of our Revolving Credit Facility, received net proceeds from the ATM Program of approximately $47.8 million, received repayments of $0.8 million on our secured borrowings, paid cash dividends to stockholders of $56.5 million, and made payment of deferred financing costs related to our debt financings of $4.1 million.

Current wording

For the three months ended March 31, 2026, we experienced a net decrease in cash, cash equivalents and restricted cash in the amount of $29.2 million. During that period, we made net payments of $32.6 million of cash for operating activities, which included the funding of $118.6 million of investments that was partially offset by proceeds received from sales and repayments of investments of $73.1 million. During the same period, we received proceeds from the issuances of SBA debentures of $30.0 million, we repaid SBA debentures of $7.0 million relating to Fund III, received proceeds of $1.3 million from our SPV Credit Facility, received repayments of $0.4 million on our secured borrowings, paid cash dividends to stockholders of $19.7 million, and made payment of deferred financing costs related to our debt financings of $0.8 million.

Previous wording

Each of Fund III and Fund IV is licensed to operate as an SBIC, and has the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the SBA regulations, an SBIC can have outstanding at any time debentures guaranteed by the SBA in an amount up to twice its regulatory capital. The SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million, whichever is less. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. The SBA may limit the amount that may be drawn each year under the SBA debenture commitments, and each issuance of leverage is conditioned on such SBIC Fund's full compliance, as determined by the SBA, with the terms and conditions under SBA regulations. SBA debentures have fixed interest rates that approximate prevailing 10-year Treasury Note rates plus a spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA debentures is not required to be paid before maturity but may be pre-paid at any time. On September 30, 2024, Fund IV received a license to operate as a SBIC. As of September 30, 2025, Fund III and Fund IV had $146.5 million and $44.5 million outstanding SBA debentures, respectively. Subject to SBA regulatory requirements and approval of SBA debenture commitments, we may access up to $130.5 million of additional SBA debentures under the SBIC debenture program. For more information on the SBA debentures, please refer to Note 6 to our consolidated financial statements.

Current wording

Both Fund III and Fund IV are licensed to operate as an SBIC, and have the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the SBA regulations, an SBIC can have outstanding at any time debentures guaranteed by the SBA in an amount up to twice its regulatory capital. The SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million, whichever is less. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. The SBA may limit the amount that may be drawn each year under the SBA debenture commitments, and each issuance of leverage is conditioned on such SBIC Fund's full compliance, as determined by the SBA, with the terms and conditions under SBA regulations. SBA debentures have fixed interest rates that approximate prevailing 10-year Treasury Note rates plus a spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA debentures is not required to be paid before maturity but may be pre-paid at any time. As of March 31, 2026, Fund III and Fund IV had $139.5 million and $121.0 million outstanding SBA debentures, respectively. Subject to SBA regulatory requirements and approval of SBA debenture commitments, Fund IV may access up to $54.0 million of additional SBA debentures under the SBIC debenture program. For more information on the SBA debentures, please refer to Note 6. Debt to our consolidated financial statements.

Previous wording

On June 16, 2014, we entered into a senior secured revolving credit agreement (the senior secured revolving credit facility thereunder, the “Revolving Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Revolving Credit Facility is secured by certain portfolio investments held by us, but portfolio investments held by the SBIC Funds are not collateral for the Revolving Credit Facility. On April 24, 2019, we entered into an Amended & Restated Senior Secured Revolving Credit Agreement (as amended from time to time, the “Revolving Credit Agreement”) among us, as borrower, the lenders party thereto, and ING, as administrative agent. On June 26, 2020, we entered into an amendment to the Revolving Credit Agreement that, among other changes, modified certain financial covenants. On August 17, 2022, the Company entered into a second amendment to the Revolving Credit Agreement (“Second Amendment”). The Second Amendment, among other things: (i) changed the underlying benchmark used to compute interest under the Revolving Credit Agreement to SOFR from LIBOR; (ii) reduced the applicable margin from 3.00% to 2.675% on SOFR loans prior to satisfying certain step-down conditions, and from 2.675% to 2.50% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans; (iii) provided for a loan commitment availability period ending on August 17, 2026; (iv) extended the maturity date to August 17, 2027 from April 24, 2023; and (v) amended certain financial covenants, including (a) amending the asset coverage ratio to no less than 1.50 to 1.00 from no less than 2.00 to 1.00 (on a regulatory basis); and (b) requiring the Company to maintain a senior asset coverage ratio of no less than 2.00 to 1.00. On July 25, 2024, the Company entered into an incremental commitment agreement that increased the total commitment under the Revolving Credit Facility from $100.0 million to $140.0 million.

Current wording

On June 16, 2014, we entered into a senior secured revolving credit agreement (as amended from time to time, the "Revolving Credit Agreement" and the senior secured revolving credit facility thereunder, the “Revolving Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Revolving Credit Facility was secured by certain portfolio investments held by us, except for the assets held by the SBIC Funds.

Previous wording

On October 16, 2025, we terminated in full (i) the Revolving Credit Agreement and (ii) the amended and restated guarantee, pledge and security agreement, dated as of April 24, 2019 (as amended from time to time, the “Guarantee and Security Agreement”), by and among us, as borrower, the subsidiary guarantors party thereto, ING, as revolving administrative agent, each financing agent and designated indebtedness holder party thereto, and ING, as collateral agent. The Revolving Credit Agreement and the Guarantee and Security Agreement were terminated concurrently with the satisfaction of all of our obligations and liabilities to the lending parties thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lending parties.

Current wording

Concurrently with entering into the SPV Credit Agreement (as described below), on October 16, 2025, we terminated in full (i) the Revolving Credit Agreement and (ii) the amended and restated guarantee, pledge and security agreement, dated as of April 24, 2019 (as amended from time to time, the “Guarantee and Security Agreement”), by and among us, as borrower, the subsidiary guarantors party thereto, ING, as revolving administrative agent, each financing agent and designated indebtedness holder party thereto, and ING, as collateral agent. The Revolving Credit Agreement and the Guarantee and Security Agreement were terminated concurrently with the satisfaction of all our obligations and liabilities to the lending parties thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lending parties.

Previous wording

We pay a commitment fee that varies depending on the size of the unused portion of the Revolving Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Revolving Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Revolving Credit Facility between the total commitments and the 35% minimum utilization. The Revolving Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.

Current wording

The total commitments available under the Revolving Credit Facility was $140.0 million. Under the Revolving Credit Agreement, we paid a commitment fee that varied depending on the size of the unused portion of the Revolving Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Revolving Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Revolving Credit Facility between the total commitments and the 35% minimum utilization.

Previous wording

On October 16, 2025, we entered into a credit and security agreement (the “SPV Credit Agreement”) relating to a special purpose vehicle credit facility (the “SPV Credit Facility”) by and among FIC Funding, LLC (the “SPV”), as borrower, us, as servicer and equityholder, ING as administrative agent (the “Administrative Agent”) and lead arranger, Western Alliance Trust Company, N.A., as custodian, collateral agent, and collateral administrator, and the lenders from time to time parties thereto. The SPV Credit Facility provides for $175 million of initial commitments, and has an accordion feature that allows for an increase of the total commitments to up to $250 million, subject to certain conditions (including the consent of the Administrative Agent). The SPV Credit Facility has a reinvestment period until October 16, 2029 and matures on October 16, 2030. The advances under the SPV Credit Facility bear interest, subject to our election, on a per annum basis equal to one-month Term SOFR plus 0.11448% and an applicable margin ranging from 2.500% to 2.675%. The SPV pays a commitment fee that varies depending on the size of the unused portion of the SPV Credit Facility: (1) if the utilized portion of the aggregate commitments as of the close of business on such day is less than 35% of the aggregate commitments (the “Minimum Utilization Amount”), the commitment fee will equal the sum of (a) the then applicable margin multiplied by (i) the Minimum Utilization Amount minus (ii) the aggregate outstanding principal balance of the advances on such day and (b) 0.50% multiplied by 65% of the commitments and (2) if the utilized portion of the aggregate commitments is greater than or equal to the Minimum Utilization Amount, the commitment fee will equal 0.50% multiplied by the unused amount of the commitments.

Current wording

On October 16, 2025, we entered into a credit and security agreement (the “SPV Credit Agreement”) relating to a special purpose vehicle credit facility (the “SPV Credit Facility”) by and among FIC Funding, LLC (the “SPV”), as borrower, us, as servicer and equityholder, ING, as administrative agent (the “Administrative Agent”) and lead arranger, Western Alliance Trust Company, N.A., as custodian, collateral agent, and collateral administrator, and the lenders from time to time parties thereto. The SPV Credit Facility is secured primarily by a pledge of 100% of the equity interest in the SPV held by the Company and the SPV’s assets, which consist of certain bank loans or securities. The SPV Credit Facility provides for $175.0 million of initial commitments, and has an accordion feature that allows for an increase of the total commitments to up to $250.0 million, subject to certain conditions (including the consent of the Administrative Agent). On December 22, 2025, the total commitments available under the SPV Credit Facility was increased from $175.0 million to $225.0 million pursuant to the accordion feature. The SPV Credit Facility has a reinvestment period until October 16, 2029 and matures on October 16, 2030. The advances under the SPV Credit Facility bear interest, subject to our election, on a per annum basis equal to one-month Term SOFR plus 0.11448% and an applicable margin ranging from 2.500% to 2.675%. The SPV pays a commitment fee that varies depending on the size of the unused portion of the SPV Credit Facility: (1) if the utilized portion of the aggregate commitments as of the close of business on such day is less than 35% of the aggregate commitments (the “Minimum Utilization Amount”), the commitment fee will equal the sum of (a) the then applicable margin multiplied by (i) the Minimum Utilization Amount minus (ii) the aggregate outstanding principal balance of the advances on such day and (b) 0.50% multiplied by 65% of the commitments and (2) if the utilized portion of the aggregate commitments is greater than or equal to the Minimum Utilization Amount, the commitment fee will equal 0.50% multiplied by the unused amount of the commitments.

Previous wording

Amounts available to borrow under the Revolving Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by us, excluding investments held by the SBIC Funds. We are subject to limitations with respect to the investments securing the Revolving Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.

Current wording

Amounts available to borrow under the SPV Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by the SPV. We are subject to limitations with respect to the investments securing the SPV Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.

Previous wording

We have made customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Revolving Credit Facility. As of September 30, 2025, we were in compliance in all material respects with the terms of the Revolving Credit Agreement and we had $15.0 million in outstanding borrowings under the Revolving Credit Facility.

Current wording

We have made customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements. These covenants are subject to important limitations and exceptions that are described in the documents governing the SPV Credit Facility. As of March 31, 2026, we were in compliance in all material respects with the terms of the SPV Credit Agreement.

Previous wording

On December 23, 2020, we closed the offering of $125.0 million in aggregate principal amount of our 4.75% notes due 2026 (the “January 2026 Notes”). The total net proceeds to us from the January 2026 Notes, based on a public offering price of 100.00% of par, after deducting underwriting discounts of $2.5 million and offering expenses of $0.4 million, were $122.1 million. The January 2026 Notes will mature on January 31, 2026 and bear interest at a rate of 4.75%. The January 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed before October 31, 2025 (the date falling three months prior to maturity) and at par thereafter. Interest on the January 2026 Notes is payable on January 31 and July 31 of each year. We do not intend to list the January 2026 Notes on any securities exchange or automated dealer quotation system. On May 21, 2025, we redeemed $25.0 million of the $125.0 million aggregate principal amount on the January 2026 Notes, resulting in a realized loss on extinguishment of debt of approximately $0.1 million. As of September 30, 2025, the outstanding principal balance of the January 2026 Notes was $100.0 million.

Current wording

On December 23, 2020, we closed the offering of $125.0 million in aggregate principal amount of our 4.75% notes due 2026, or the “January 2026 Notes”. The total net proceeds to us from the January 2026 Notes, based on a public offering price of 100.00% of par, after deducting underwriting discounts of $2.5 million and offering expenses of $0.4 million, were $122.1 million. The maturity date of the January 2026 Notes was January 31, 2026, and the January 2026 Notes bore interest at a rate of 4.75%. On May 21, 2025, we redeemed $25.0 million of the $125.0 million aggregate principal amount on the January 2026 Notes, resulting in a realized loss on extinguishment of debt of $0.1 million. On November 3, 2025, we fully redeemed the remaining $100.0 million in aggregate principal amount of the January 2026 Notes, resulting in a realized loss on extinguishment of debt of $0.1 million.

Previous wording

On October 8, 2021, we closed the offering of $125.0 million in aggregate principal amount of our 3.50% notes due 2026 (the “November 2026 Notes”). The total net proceeds to us from the November 2026 Notes, based on a public offering price of 99.996% of par, after deducting underwriting discounts of $2.5 million and offering expenses of $0.3 million, were $122.2 million. The November 2026 Notes will mature on November 15, 2026 and bear interest at a rate of 3.50%. The November 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed before August 15, 2026 (the date falling three months prior to maturity) and at par thereafter. Interest on the November 2026 Notes is payable on May 15 and November 15 of each year. We do not intend to list the November 2026 Notes on any securities exchange or automated dealer quotation system. As of September 30, 2025, the outstanding principal balance of the November 2026 Notes was $125.0 million.

Current wording

On October 8, 2021, we closed the offering of $125.0 million in aggregate principal amount of our 3.50% notes due 2026, or the “November 2026 Notes”. The total net proceeds to us from the November 2026 Notes, based on a public offering price of 99.996% of par, after deducting underwriting discounts of $2.5 million and offering expenses of $0.3 million, were $122.2 million. The November 2026 Notes will mature on November 15, 2026 and bear interest at a rate of 3.50%. The November 2026 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed before August 15, 2026 (the date falling three months prior to maturity) and at par thereafter. Interest on the November 2026 Notes is payable on May 15 and November 15 of each year. We do not intend to list the November 2026 Notes on any securities exchange or automated dealer quotation system. As of March 31, 2026, the outstanding principal balance of the November 2026 Notes was $125.0 million.

Previous wording

On March 19, 2025, we closed the offering of $100.0 million in aggregate principal amount of our 6.75% notes due 2030 (the “March 2030 Notes” and together with the January 2026 Notes and the November 2026 Notes, the “Notes”). The total net proceeds to us from the March 2030 Notes, based on a public offering price of 99.29954% of par, after deducting underwriting discounts of $2.0 million and offering expenses of $0.4 million, were approximately $96.9 million. The March 2030 Notes will mature on March 19, 2030 and bear interest at a rate of 6.75%. The March 2030 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed before September 19, 2029 (the date falling six months prior to maturity) and at par thereafter. Interest on the March 2030 Notes is payable on March 19 and September 19 of each year, beginning September 19, 2025. We do not intend to list the March 2030 Notes on any securities exchange or automated dealer quotation system. As of September 30, 2025, the outstanding principal balance of the March 2030 Notes was $100.0 million.

Current wording

On March 19, 2025, we closed the offering of $100.0 million in aggregate principal amount of our 6.75% notes due 2030, or the “Existing March 2030 Notes”. The total net proceeds to us from the Existing March 2030 Notes, based on a public offering price of 99.29954% of par, after deducting underwriting discounts of $2.0 million and offering expenses of $0.4 million, was $96.9 million. On October 3, 2025, we issued an additional $100.0 million in aggregate principal amount of the 6.75% notes due 2030 (the “Additional March 2030 Notes” and together with the Existing March 2030 Notes, the “March 2030 Notes”). The total net proceeds to us from the Additional March 2030 Notes, based on a public offering price of 100.705% of par, after deducting underwriting discounts of $1.5 million and offering expenses of $0.3 million, was $98.9 million. The Additional March 2030 Notes are treated as a single series with the Existing March 2030 Notes under the indenture and have the same terms as the Initial March 2030 Notes (except the issue date, the offering price and the initial interest payment date). Upon issuance of the Additional March 2030 Notes, the outstanding aggregate principal amount of the March 2030 Notes was $200.0 million. The March 2030 Notes will mature on March 19, 2030 and bear interest at a rate of 6.75%. The March 2030 Notes may be redeemed in whole or in part at any time or from time to time at our option subject to a make whole provision if redeemed before September 19, 2029 (the date falling six months prior to maturity) and at par thereafter. Interest on the March 2030 Notes is payable on March 19 and September 19 of each year. We do not intend to list the March 2030 Notes on any securities exchange or automated dealer quotation system.

Previous wording

As of September 30, 2025, the carrying value of secured borrowings totaled $12.8 million and the fair value of the associated loans included in investments was $12.7 million. As of December 31, 2024, the carrying value of secured borrowings totaled $13.7 million and the fair value of the associated loans included in investments was $13.5 million. These secured borrowings were created as a result of our completion of partial loan sales of certain unitranche loan assets that did not meet the definition of a “participating interest” as defined in ASC 860 (see Note 2. Significant Accounting Policies - Partial loan and equity sales for more information). As a result, sale treatment was not permitted and these partial loan sales were treated as secured borrowings. The weighted average interest rate on our secured borrowings was approximately 8.242% and 8.568% as of September 30, 2025 and December 31, 2024, respectively.

Current wording

As of March 31, 2026, the carrying value of secured borrowings totaled $11.6 million and the fair value of the associated loans included in investments was $11.6 million. As of December 31, 2025, the carrying value of secured borrowings totaled $12.0 million and the fair value of the associated loans included in investments was $12.0 million. These secured borrowings were created as a result of our completion of partial loan sales of certain unitranche loan assets that did not meet the definition of a “participating interest” as defined in ASC 860 (see Note 2. Significant Accounting Policies - Partial loan and equity sales” to our consolidated financial statements for more information). As a result, sale treatment was not permitted and these partial loan sales were treated as secured borrowings. The weighted average interest rate on our secured borrowings was approximately 7.882% and 7.917% as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

As of September 30, 2025, the weighted average stated interest rates for our SBA debentures and the Notes were 4.139% and 4.885%, respectively. As of September 30, 2025, we had $125.0 million of unutilized commitment under our Revolving Credit Facility, and we were subject to a 1.092% fee on such amount. As of September 30, 2025, the weighted average stated interest rate on total debt outstanding was 4.857%.

Current wording

As of March 31, 2026, the weighted average stated interest rates for our SBA debentures and the Notes were 4.441% and 5.500%, respectively. As of March 31, 2026, we had $139.9 million of unutilized commitment under our SPV Credit Facility, and we were subject to a 0.500% fee on such amount. As of March 31, 2026, the weighted average stated interest rate on total debt outstanding was 5.234%.