Oxford Square Capital Corp.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-05.
0001213900-25-020801
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-06.
0001213900-26-024280
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 142 current paragraphs.
104 unchanged; 32 reworded; 5 added; 1 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
• general economic, political and industry trends and other external factors, including government shutdowns and uncertainty surrounding the financial and political stability of the United States and other countries;
Current report
(1) Total may not sum due to rounding.
Current report
RESULTS OF OPERATIONS
Current report
On October 30, 2025, the Board of Directors authorized a 12-month Share repurchase Program. Under the Share Repurchase Program, we may repurchase, during the 12-month period commencing on October 30, 2025, up to $25.0 million in the aggregate of our outstanding common stock in the open market. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Share Repurchase Program is expected to be in effect until October 30, 2026, unless extended or until the aggregate repurchase amount has been expended. The Share Repurchase Program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the fiscal year ended December 31, 2025, we did not repurchase any shares of our common stock pursuant to the Share Repurchase Program.
Removed paragraphs (1)
Previous report
• an economic downturn could impair our portfolio companies’ and CLO investments’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies and CLO investments;
Reworded paragraphs (32)
Previous wording
Our investment activities are managed by Oxford Square Management, a registered investment adviser under the Investment Advisers Act of 1940, as amended. Oxford Square Management is owned by Oxford Funds, its managing member, and a related party, Charles M. Royce, a member of our Board who holds a minority, non-controlling interest in Oxford Square Management. Jonathan H. Cohen, our Chief Executive Officer, and Saul B. Rosenthal, our President, are the controlling members of Oxford Funds. Under the Investment Advisory Agreement, we have agreed to pay Oxford Square Management an annual Base Fee calculated on gross assets,
Current wording
Our investment activities are managed by Oxford Square Management, a registered investment adviser under the Investment Advisers Act of 1940, as amended. Oxford Square Management is owned by Oxford Funds, its managing member, and a related party, Charles M. Royce, a member of our Board who holds a minority, non-controlling interest in Oxford Square Management. Jonathan H. Cohen, our Chief Executive Officer, and Saul B. Rosenthal, our President, are the controlling members of Oxford Funds. Under the Investment Advisory
Previous wording
and an incentive fee based upon our performance. Under the Administration Agreement, we have agreed to pay or reimburse Oxford Funds, as administrator, for certain expenses incurred in operating the Company. Our executive officers and directors, and the executive officers of Oxford Square Management and Oxford Funds, serve or may serve as officers and directors of entities that operate in a line of business similar to our own. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.
Current wording
Agreement, we have agreed to pay Oxford Square Management an annual Base Fee calculated on gross assets, and an incentive fee based upon our performance. Under the Administration Agreement, we have agreed to pay or reimburse Oxford Funds, as administrator, for certain expenses incurred in operating the Company. Our executive officers and directors, and the executive officers of Oxford Square Management and Oxford Funds, serve or may serve as officers and directors of entities that operate in a line of business similar to our own. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.
Previous wording
We generally expect to invest between $5 million and $50 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant. We expect that our investment portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5.0% of the total portfolio. As of December 31, 2024, our debt investments (excluding debt investments on non-accrual status) had stated interest rates of between 7.61% and 13.13% and maturity dates of between 3 and 82 months. In addition, our total portfolio had a weighted average annualized yield on debt investments of approximately 15.76% as of December 31, 2024.
Current wording
We generally expect to invest between $5 million and $25 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant. We expect that our investment portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5.0% of the total portfolio. As of December 31, 2025, our debt investments had stated interest rates of between 6.47% and 12.97% and maturity dates of between 3 and 91 months. In addition, our total portfolio had a weighted average annualized yield on debt investments of approximately 14.53% as of December 31, 2025.
Previous wording
The total fair value of our investment portfolio was approximately $260.9 million and $266.9 million as of December 31, 2024 and December 31, 2023, respectively. The decrease in the value of investments during the year ended December 31, 2024 was due primarily to repayments of principal of approximately $75.0 million, sales of securities totaling approximately $11.8 million, and realized losses of approximately $96.2 million, partially offset by a net change in unrealized appreciation on our investment portfolio of approximately $75.7 million (which incorporates reductions to CLO equity cost value of $13.0 million) and purchases of investments of approximately $112.2 million. Refer to the table below, which reconciles the investment portfolio for the year ended December 31, 2024 and the year ended December 31, 2023.
Current wording
The total fair value of our investment portfolio was approximately $251.7 million and $260.9 million as of December 31, 2025 and December 31, 2024, respectively. The decrease in the value of investments during the year ended December 31, 2025 was due primarily to repayments of principal of approximately $47.6 million, sales of securities totaling approximately $10.7 million, realized losses of approximately $16.8 million, and unrealized depreciation of $24.3 million (which incorporates reductions to CLO equity cost value of $7.7 million), partially offset by purchases of investments of approximately $92.1 million. Refer to the table below, which reconciles the investment portfolio for the year ended December 31, 2025 and the year ended December 31, 2024.
Previous wording
(1) For the year ended December 31, 2024, the reductions to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost on our CLO fee notes of approximately $71,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $15.4 million. For the year ended December 31, 2023, the reductions to CLO equity cost value of approximately $15.3 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $32.0 million, plus the amortization of cost on our CLO fee notes of approximately $123,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $16.8 million.
Current wording
(1) For the year ended December 31, 2025, the reductions to CLO equity cost value of approximately $7.7 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $24.1 million, plus the amortization of cost on our CLO fee notes of approximately $57,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $16.5 million. For the year ended December 31, 2024, the reductions to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost on our CLO fee notes of approximately $71,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $15.4 million.
Previous wording
During the year ended December 31, 2024, we purchased approximately $112.2 million in portfolio investments, including additional investments of approximately $31.0 million in existing portfolio companies and approximately $81.2 million in new portfolio companies. During the year ended December 31, 2023, we purchased approximately $11.7 million in portfolio investments, including additional investments of approximately $3.5 million in existing portfolio companies and approximately $8.2 million in new portfolio companies.
Current wording
During the year ended December 31, 2025, we purchased approximately $92.1 million in portfolio investments, including additional investments of approximately $30.9 million in existing portfolio companies and approximately $61.2 million in new portfolio companies. During the year ended December 31, 2024, we purchased approximately $112.2 million in portfolio investments, including additional investments of approximately $31.0 million in existing portfolio companies and approximately $81.2 million in new portfolio companies.
Previous wording
For the years ended December 31, 2024 and December 31, 2023, we had loan principal repayments of approximately $75.0 million and approximately $15.8 million, respectively. The repayments during the year ended December 31, 2024 were as follows ($ in millions):
Current wording
For the years ended December 31, 2025 and December 31, 2024, we had loan principal repayments of approximately $47.6 million and approximately $75.0 million, respectively. The repayments during the year ended December 31, 2025 were as follows ($ in millions):
Previous wording
Portfolio activity also reflects sales of securities in the amounts of approximately $11.8 million and approximately $19.6 million for the years ended December 31, 2024 and 2023 respectively. The sales during the year ended December 31, 2024 were as follows ($ in millions):
Current wording
Portfolio activity also reflects sales of securities in the amounts of approximately $10.7 million and approximately $11.8 million for the years ended December 31, 2025 and 2024 respectively. The sales during the year ended December 31, 2025 were as follows ($ in millions):
Previous wording
As of December 31, 2024, we had investments in debt securities of, or loans to, 21 portfolio companies, with a fair value of approximately $150.7 million, CLO equity investments of approximately $104.6 million and equity and other investments of approximately $5.6 million. As of December 31, 2023, we had investments in debt securities of, or loans to, 19 portfolio companies, with a fair value of approximately $179.5 million, CLO equity investments of approximately $82.2 million and equity and other investments of approximately $5.3 million.
Current wording
As of December 31, 2025, we had investments in debt securities of, or loans to, 19 portfolio companies, with a fair value of approximately $147.3 million, CLO equity investments of approximately $95.1 million, and equity and other investments of approximately $9.4 million. As of December 31, 2024, we had investments in debt securities of, or loans to, 21 portfolio companies, with a fair value of approximately $150.7 million, CLO equity investments of approximately $104.6 million and equity and other investments of approximately $5.6 million.
Previous wording
Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2024 and 2023, we held qualifying assets that represented 63.8% and 70.6%, respectively, of the total assets. No additional non-qualifying assets were acquired during the periods, if any, when qualifying assets were less than 70% of the total assets.
Current wording
Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2025 and 2024, we held qualifying assets that represented 68.8% and 63.8%, respectively, of the total assets. No additional non-qualifying assets were acquired during the periods, if any, when qualifying assets were less than 70% of the total assets.
Previous wording
We have adopted a credit grading system to monitor the quality of our debt investment portfolio. Equity securities are not graded. As of December 31, 2024 and 2023 our portfolio had a weighted average grade of 2.3 and 2.3, respectively, based upon the fair value of the debt investments in the portfolio.
Current wording
We have adopted a credit grading system to monitor the quality of our debt investment portfolio. Equity securities are not graded. As of December 31, 2025 and 2024 our portfolio had a weighted average grade of 2.2 and 2.3, respectively, based upon the fair value of the debt investments in the portfolio.
Previous wording
The decrease in total investment income of approximately $9.1 million for the year ended December 31, 2024 from the year ended December 31, 2023 was largely due to a decrease of stated interest income from our debt investments (approximately $10.0 million) resulting from multiple restructurings and refinancings that occurred during the year ended December 31, 2024 and a decrease in floating interest rates. That decrease was partially offset by an increase in money market fund income from overnight invested cash interest earned of approximately $0.9 million.
Current wording
The decrease in total investment income of approximately $2.3 million for the year ended December 31, 2025 from the year ended December 31, 2024 was largely due to a decrease of stated interest income from our debt investments (approximately $7.1 million) resulting from restructurings and refinancings that occurred during the year ended December 31, 2025, a decrease in floating interest rates, and lower average outstanding principal of debt investments. That decrease was partially offset by an increase in income from securitization vehicles and investments of approximately $1.0 million, as well as an increase in other income of approximately $0.4 million.
Previous wording
The total principal outstanding on income producing debt investments as of December 31, 2024 and December 31, 2023 was approximately $199.5 million and $247.7 million, respectively. As of December 31, 2024, our income producing debt investments had stated interest rates of between 7.61% and 13.13% and maturity dates of between 3 and 82 months. As of December 31, 2023, our debt investments had stated interest rates of between 9.22% and 16.00% and maturity dates of between 0 and 74 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 15.76% as of December 31, 2024, compared to a weighted average yield on debt investments of 13.30% as of December 31, 2023.
Current wording
The total principal outstanding on income producing debt investments as of December 31, 2025 and December 31, 2024 was approximately $188.0 million and $199.5 million, respectively. As of December 31, 2025, our income producing debt investments had stated interest rates of between 6.47% and 12.97% and maturity dates of between 3 and 91 months. As of December 31, 2024, our income producing debt investments had stated interest rates of between 7.61% and 13.13% and maturity dates of between 3 and 82 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 14.53% as of December 31, 2025, compared to a weighted average yield on debt investments of 15.76% as of December 31, 2024.
Previous wording
Total operating expenses for the year ended December 31, 2024 decreased by approximately $8.2 million compared to the year ended December 31, 2023. The decrease in 2024 is attributable primarily to lower Net Investment Income Incentive Fees, excise tax, and interest expense.
Current wording
Total operating expenses for the year ended December 31, 2025 increased by approximately $1.5 million compared to the year ended December 31, 2024. The increase in 2025 is attributable primarily to higher interest expense.
Previous wording
Interest expense decreased by approximately $3.0 million in 2024 compared to 2023. The decrease in 2024 was due to the full paydown of the 6.50% Unsecured Notes throughout 2023. The aggregate accrued interest on existing debt which remained payable as of December 31, 2024 and 2023 was approximately $1.2 million.
Current wording
Interest expense increased by approximately $1.4 million in 2025 compared to 2024. The aggregate accrued interest on existing debt which remained payable as of December 31, 2025 and 2024 was approximately $1.7 million and $1.2 million, respectively.
Previous wording
The Base Fee decreased by approximately $0.3 million in 2024 compared to 2023 due to lower average adjusted gross assets in 2024. The Base Fee which remained payable to Oxford Square Management as of December 31, 2024 and 2023 was approximately $1.2 million and $1.0 million, respectively.
Current wording
The Base Fee decreased by approximately $0.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to lower average adjusted gross assets in 2025. The Base Fee which remained payable to Oxford Square Management as of December 31, 2025 and 2024 was approximately $1.0 million and $1.2 million, respectively.
Previous wording
Compensation expense was approximately $747,000 for the year ended December 31, 2024, compared to approximately $825,000 for the year ended December 31, 2023, reflecting the allocation of compensation expenses for the services of our Chief Financial Officer, accounting personnel, and other administrative support staff. As of December 31, 2024 and 2023, there was no compensation expense payable.
Current wording
Compensation expense was approximately $950,000 for the year ended December 31, 2025, compared to approximately $747,000 for the year ended December 31, 2024. Compensation expense reflects the allocation of salaries for the services of our Chief Financial Officer, accounting personnel, and other administrative support staff. As of December 31, 2025, there was approximately $26,000 of compensation expense payable. As of December 31, 2024, there was no compensation expense payable.
Previous wording
General and administrative expenses, which consist primarily of listing fees, office supplies, facilities costs and other miscellaneous expenses were approximately $598,000 for the year ended December 31, 2024 and decreased by approximately $40,000 from the year ended December 31, 2023. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.
Current wording
General and administrative expenses, which consist primarily of market data services, listing fees, office supplies, facilities costs and other miscellaneous expenses were approximately $616,000 for the year ended December 31, 2025 and increased by approximately $18,000 from the year ended December 31, 2024. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.
Previous wording
There was no Net Investment Income Incentive Fee for the year ended December 31, 2024, primarily as a result of the Net Investment Income Incentive Fee being reduced as the result of the Total Return Requirement. Net Investment Income Incentive Fees for the year ended December 31, 2023 were approximately $3.7 million. The Net Investment Income Incentive Fee is calculated and payable quarterly in arrears based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter exceeds (y) the “Preferred Return Amount” for the calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the Base Fee, expenses payable under the Administration Agreement with Oxford Funds, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Current wording
There was no Net Investment Income Incentive Fee for the years ended December 31, 2025 and 2024, primarily as a result of the Net Investment Income Incentive Fee being reduced as the result of the Total Return Requirement. The Net Investment Income Incentive Fee is calculated and payable quarterly in arrears based on the amount by which (x) the “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter exceeds (y) the “Preferred Return Amount” for the calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the Base Fee, expenses payable under the Administration Agreement with Oxford Funds, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Previous wording
For the year ended December 31, 2023, we recognized net realized losses on investments of approximately $17.1 million, which primarily represents sales of multiple CLO equity investments.
Current wording
For the year ended December 31, 2025, we recognized net realized losses on investments of approximately $16.8 million, which primarily represents sales and restructurings of senior secured notes.
Previous wording
For the year ended December 31, 2023, our net change in unrealized appreciation was approximately $7.1 million, composed of approximately $16.6 million in gross unrealized appreciation, approximately $28.7 million in gross unrealized depreciation and approximately $19.2 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $15.3 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $32.0 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $16.7 million.
Current wording
For the year ended December 31, 2025, our net change in unrealized depreciation was approximately $24.3 million, comprised of approximately $2.0 million in gross unrealized appreciation, approximately $45.3 million in gross unrealized depreciation and approximately $19.0 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $7.7 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $24.1 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $16.5 million.
Previous wording
Net investment income for the year ended December 31, 2024 was approximately $26.4 million, compared to $27.4 million for the year ended December 31, 2023. The change was primary the result of lower operating expenses, partially offset by a decrease in investment income, as discussed above. For the year ended December 31, 2024, the net increase in net assets resulting from net investment income per common share was $0.42 (basic and diluted), compared to $0.51 (basic and diluted) for the year ended December 31, 2023, based on the weighted average common shares outstanding for the respective periods.
Current wording
Net investment income for the year ended December 31, 2025 was approximately $22.6 million, compared to $26.4 million for the year ended December 31, 2024. The change was primary the result of higher operating expenses and a decrease in investment income, as discussed above. For the year ended December 31, 2025, the net increase in net assets resulting from net investment income per common share was $0.30 (basic and diluted), compared to $0.42 (basic and diluted) for the year ended December 31, 2024, based on the weighted average common shares outstanding for the respective periods.
Previous wording
Net Increase in Net Assets Resulting from Operations
Current wording
Net Decrease/Increase in Net Assets Resulting from Operations
Previous wording
Net increase in net assets resulting from operations for the year ended December 31, 2024 was approximately $5.9 million, compared to a net increase of $17.2 million for year ended December 31, 2023. The change year over year was largely due to approximately $20.6 million of net realized and unrealized losses for the year ended December 31, 2024, compared to approximately $10.1 million of net realized and unrealized losses for the year ended December 31, 2023, as discussed above. For the year ended December 31, 2024, the net increase in net assets resulting from operations per common share was $0.09 (basic and diluted), compared to a net increase in net assets per common share of $0.32 (basic and diluted) for the year ended December 31, 2023, based on the weighted average common shares outstanding for the respective periods.
Current wording
Net decrease in net assets resulting from operations for the year ended December 31, 2025 was approximately $18.7 million, compared to a net increase of $5.9 million for year ended December 31, 2024. The change year over year was largely due to approximately $41.3 million of net realized and unrealized losses for the year ended December 31, 2025, compared to approximately $20.6 million of net realized and unrealized losses for the year ended December 31, 2024, as discussed above. For the year ended December 31, 2025, the net decrease in net assets resulting from operations per common share was $0.25 (basic and diluted), compared to a net increase in net assets per common share of $0.09 (basic and diluted) for the year ended December 31, 2024, based on the weighted average common shares outstanding for the respective periods.
Previous wording
During the year ended December 31, 2024, cash and cash equivalents increased from approximately $5.7 million at the beginning of the period to approximately $34.9 million at the end of the period. Net cash provided by operating activities for the year ended December 31, 2024, consisting primarily of the items described in “— Results of Operations,” was approximately $25.7 million, largely reflecting repayments of principal of approximately $75.0 million, proceeds from the sale of investments of approximately $11.8 million and reductions to CLO equity cost value of approximately $13.0 million, partially offset by purchases of new investments of approximately $100.2 million. During the year ended December 31, 2024, net cash provided by financing activities was approximately $3.5 million, reflecting the proceeds from issuance of common stock from our ATM program (net of underwriting fees and offering costs) of approximately $29.2 million, partially offset by the payment of distributions of approximately $25.8 million.
Current wording
During the year ended December 31, 2025, cash and cash equivalents increased from approximately $34.9 million at the beginning of the period to approximately $51.9 million at the end of the period. Net cash used in operating activities for the year ended December 31, 2025, consisting primarily of the items described in “— Results of Operations,” was approximately $13.7 million, largely reflecting purchases of new investments of approximately $98.2 million, offset by repayments of principal of approximately $47.6 million, proceeds from the sale of investments of approximately $10.7 million and reductions to CLO equity cost value of approximately $7.7 million. During the year ended December 31, 2025, net cash provided by financing activities was approximately $30.7 million, reflecting the proceeds from issuance of common stock from our ATM program (net of underwriting fees and offering costs) of approximately $34.8 million and net proceeds from the issuance of 7.75% Unsecured Notes of approximately $71.9 million, partially offset by the payment of distributions of approximately $31.3 million and principal repayment of 6.25% Unsecured Notes of approximately $44.8 million.
Previous wording
We have certain obligations with respect to the investment advisory and administration services we receive. Refer to “— Overview”. We incurred approximately $4.3 million for the Base Fee and approximately $1.7 million for administrative services for the year ended December 31, 2024. Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Current wording
We have certain obligations with respect to the investment advisory and administration services we receive. Refer to “— Overview”. We incurred approximately $4.2 million for the Base Fee and approximately $1.8 million for administrative services for the year ended December 31, 2025. Refer to “Note 7. Related Party Transactions” in the notes to our financial statements.
Previous wording
On August 22, 2023, we entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which we may offer for sale, from time to time, up to $150.0 million of our common stock through an ATM offering. On August 16, 2024, we entered into an amended and restated equity distribution agreement (the “Amended and Restated Equity Distribution Agreement”) with Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as the sales agents, to add Lucid Capital Markets, LLC as an additional sales agent to the Amended and Restated Equity Distribution Agreement. We sold a total of 10,132,282 shares of common stock pursuant to the ATM offering during the year ended December 31, 2024. The total amount of capital raised net of underwriting fees and offering costs was approximately $29.2 million during the year ended December 31, 2024.
Current wording
On August 22, 2023, we entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which we may offer for sale, from time to time, up to $150.0 million of our common stock through an ATM offering. On August 16, 2024, we entered into an amended and restated equity distribution agreement (the “Amended and Restated Equity Distribution Agreement”) with Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as the sales agents, to add Lucid Capital Markets, LLC as an additional sales agent to the Amended and Restated Equity Distribution Agreement. We sold a total of 15,910,780 shares of common stock pursuant to the ATM offering during the year ended December 31, 2025. The total amount of capital raised net of underwriting fees and offering costs was approximately $34.8 million during the year ended December 31, 2025.
Previous wording
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% immediately after such borrowing. As of December 31, 2024, our asset coverage for borrowed amounts was approximately 227%. As of December 31, 2023, our asset coverage for borrowed amounts was approximately 219%.
Current wording
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% immediately after such borrowing. As of December 31, 2025, our asset coverage for borrowed amounts was approximately 191%. As of December 31, 2024, our asset coverage for borrowed amounts was approximately 227%.
Previous wording
The following are our outstanding principal amounts, carrying values and fair values of our borrowings as of December 31, 2024 and December 31, 2023. The fair value of the 6.25% Unsecured Notes and 5.50% Unsecured Notes are based upon the closing price on the last day of the period. The 6.25% Unsecured Notes and 5.50% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQZ” and “OXSQG”, respectively).
Current wording
The following are our outstanding principal amounts, carrying values and fair values of our borrowings as of December 31, 2025 and December 31, 2024. The fair value of the 5.50% Unsecured Notes, 7.75% Unsecured Notes, and 6.25% Unsecured Notes are based upon the closing price on the last day of the period. The 5.50% Unsecured Notes and 7.75% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol “OXSQG” and “OXSQH”, respectively). The 6.25% Unsecured Notes were formerly listed on the NASDAQ Global Select Market under the trading symbol “OXSQZ” until they were fully repaid and delisted on September 19, 2025.
Previous wording
The weighted average stated interest rate and weighted average maturity on all our debt outstanding as of December 31, 2024 were 5.77% and 2.8 years, respectively, and as of December 31, 2023 were 5.77% and 3.8 years, respectively. The aggregate accrued interest which remained payable as of December 31, 2024 and 2023, was approximately $1.2 million.
Current wording
The weighted average stated interest rate and weighted average maturity on all our debt outstanding as of December 31, 2025 were 6.58% and 3.5 years, respectively, and as of December 31, 2024 were 5.77% and 2.8 years, respectively. The aggregate accrued interest which remained payable as of December 31, 2025, was approximately $1.7 million. The aggregate accrued interest which remained payable as of December 31, 2024, was approximately $1.2 million.
Previous wording
Oxford Square Management, Oxford Lane Management, Oxford Park Management and Oxford Gate Management are subject to a written policy with respect to the allocation of investment opportunities among the Company, Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds. Where investments are suitable for more than one entity, the allocation policy generally provides that, depending on size and subject to current and anticipated cash availability, the absolute size of the investment as well as its relative size compared to the total assets of each entity, current and anticipated weighted average costs of capital, among other factors, an investment amount will be determined by the adviser to each entity. If the investment opportunity is sufficient for each entity to receive its investment amount, then each entity receives the investment amount; otherwise, the investment amount is reduced pro rata. On June 14, 2017, the Securities and Exchange Commission issued the Order permitting the Company and certain of its affiliates to complete negotiated co-investment transactions in portfolio companies, subject to certain conditions. Subject to satisfaction of certain conditions to the Order, the Company and certain of its affiliates are now permitted, together with any future BDCs, registered closed-end funds and certain private funds, each of whose investment adviser is the Company’s investment adviser or an investment adviser controlling, controlled by, or under common control with the Company’s investment adviser, to co-invest in negotiated investment opportunities where doing so would otherwise be prohibited under the 1940 Act, providing the Company’s stockholders with access to a broader array of investment opportunities. Pursuant to the Order, we are permitted to co-invest in such investment opportunities with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies.
Current wording
Oxford Square Management, Oxford Lane Management, Oxford Park Management and Oxford Gate Management are subject to a written policy with respect to the allocation of investment opportunities among the Company, Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds. Where investments are suitable for more than one entity, the allocation policy generally provides that, depending on size and subject to current and anticipated cash availability, the absolute size of the investment as well as its relative size compared to the total assets of each entity, current and anticipated weighted average costs of capital, among other factors, an investment amount will be determined by the adviser to each entity. On January 6, 2026, we received an updated form of co-investment exemptive relief from the SEC to allow certain managed funds and investment vehicles, each of whose investment adviser is Oxford Square Management or an investment adviser controlling, controlled by or under common control with Oxford Square Management, to participate in negotiated co-investment transactions where doing so is consistent with regulatory requirements and other pertinent factors, and pursuant to the conditions of the Co-Investment Order. The Co-Investment Order, which supersedes the co-investment order issued to us on June 14, 2017, is a new form of co-investment exemptive relief that adopts a more flexible requirement that allocations be “fair and equitable” to us and that Oxford Square Management considers the interests of us and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order in allocations and which minimizes certain board approval requirements as compared to the prior form of co-investment exemptive relief. Among other things, under the Co-Investment Order, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for us and each other participating affiliated entity. The requirements of the Co-Investment Order (including any requirements for board approval thereunder), as well as other regulatory requirements associated with us and other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, us) or otherwise impact allocation results. Any changes to the Co-Investment Order or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to us and thereby affect (and potentially decrease) the allocation made to us or otherwise impact the process for allocations in transactions in which we participate.
Previous wording
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) revenues and expenses during the periods reported. Our critical accounting
Current wording
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) revenues and expenses during the periods reported. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. Actual results could materially differ from those estimates. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 2 to our financial statements for the year ended December 31, 2025 for more information on our critical accounting policies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
(4) Totals may not sum due to rounding.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
estimates, including those relating to the valuation of our investment portfolio, are described below. Actual results could materially differ from those estimates. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 2 to our financial statements for the year ended December 31, 2024 for more information on our critical accounting policies.