Horizon Technology Finance Corp
For the period ended Sep 30, 2025. Filed Oct 28, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 28, 2025
HRZN$3.960.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001437749-25-025497
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-28.
0001437749-25-031988
Item 2. 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 160 previous paragraphs and 166 current paragraphs.
90 unchanged; 58 reworded; 11 added; 11 removed; 1 previous and 7 current paragraphs rearranged.
Tables are not compared: 42 previous and 44 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 (11)
Current report
On August 7, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Monroe Capital Corporation, a Maryland corporation (“MRCC”), HMMS, Inc., a Maryland corporation and wholly owned subsidiary of us (“Merger Sub”), Monroe Capital BDC Advisors, LLC, an investment adviser to MRCC, and the Advisor. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, immediately following the Asset Sale (as defined below) and at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into MRCC, with MRCC continuing as the surviving company and as a wholly owned subsidiary of us and, immediately thereafter, MRCC will merge with and into us, with us continuing as the surviving company (collectively, the “Mergers”). MRCC also entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Monroe Capital Income Plus Corporation, a Maryland corporation (“MCIP”), and MC Advisors, pursuant to which, subject to the satisfaction or waiver of the closing conditions set forth in the Asset Purchase Agreement, on the closing date of the transactions contemplated by the Asset Purchase Agreement (the “Closing Date”), MCIP will acquire all of MRCC’s investment assets and liabilities at fair value, as determined shortly before the Closing Date, for cash (the “Asset Sale” and together with the Merger, the “Transactions”). Under the Asset Purchase Agreement, the Asset Sale is contingent upon, and will become effective immediately prior to the effectiveness of, the Merger.
Current report
Comparison of the nine months ended September 30, 2025 and 2024
Current report
During the three months ended September 30, 2025, we sold 1,570,248 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $10.6 million, including $0.3 million of offering expenses, from these sales.
Current report
During the nine months ended September 30, 2025, we sold 1,974,553 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $14.2 million, including $0.5 million of offering expenses, from these sales.
Current report
During the nine months ended September 30, 2024, we sold 4,279,141 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $47.5 million, including $1.0 million of offering expenses, from these sales.
Current report
On August 6, 2025, we purchased a portfolio of debt and related investments of Powerscourt XXV LP, a fund managed by Waterfall Asset Management (“WAM”), for a purchase price of $22.5 million, which assets at the purchase date had a fair value of $36.5 million and included debt investments on accrual status with a principal balance of $34.9 million. WAM and our Advisor had previously entered into Master Program Agreement in March 2023 whereby our Advisor offered WAM the opportunity to participate, as a co-lender with us, in debt investments originated by our Advisor. WAM retained all investment decisions. In 2023, WAM ceased making new investments under the program, as it no longer wished to pursue a venture debt strategy.
Current report
2030 Convertible Notes
Current report
As of September 30, 2025, the aggregate outstanding principal balance of the 2030 Convertible Notes was $40.0 million. The 2030 Convertible Notes were not outstanding as of December 31, 2024.
Current report
On October 1, 2025, we funded a $10.0 million debt investment to a new portfolio company, Apkudo, Inc.
Current report
On October 8, 2025, Hound Labs, Inc. ("Old Hound") sold substantially all of its assets to Hound Labs II, LLC ("New Hound") and New Hound assumed certain liabilities of Old Hound, including, without limitation, the liabilities of Old Hound to us. Immediately after such transactions, we and New Hound entered into an agreement whereby we exchanged $9.6 million of debt owed to us by Old Hound for 19.1% of the equity in New Hound. After such conversion, the aggregate principal amount of our debt investment in New Hound is $6.6 million.
Current report
On October 14, 2025, Hometeam Technologies, Inc. sold one of its business units and partially repaid $0.9 million of our debt investment.
Removed paragraphs (11)
Previous report
Comparison of the six months ended June 30, 2025 and 2024
Previous report
During the three months ended June 30, 2025, the Company did not sell shares of common stock under the 2023 Equity Distribution Agreement.
Previous report
During the six months ended June 30, 2025, we sold 404,305 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $3.6 million, including $0.2 million of offering expenses, from these sales.
Previous report
During the six months ended June 30, 2024, we sold 2,570,045 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $29.1 million, including $0.6 million of offering expenses, from these sales.
Previous report
On July 1, 2025, we received proceeds of $2.7 million from the exercise of our warrants in Kate Farms, Inc.
Previous report
On July 18, 2025, Noodle Partners, Inc. (“Noodle”) prepaid its outstanding principal balance of $16.7 million on its venture loan, plus interest, end-of-term payment and prepayment penalty. We continue to hold warrants in Noodle.
Previous report
On July 18, 2025, we received a principal paydown of $2.0 million on its venture loans to Tallac Therapeutics, Inc.
Previous report
On July 29, 2025, Pivot Bio, Inc. (“Pivot Bio”) prepaid its outstanding principal balance of $10.0 million on its venture loan, plus interest, end-of-term payment and prepayment penalty. We continue to hold warrants in Pivot Bio.
Previous report
On July 30, 2025, Native Microbials, Inc. (“Native Microbials”) prepaid its outstanding principal balance of $3.5 million on its venture loan, plus interest, end-of-term payment and prepayment penalty. We continue to hold warrants in Native Microbials.
Previous report
On August 6, 2025, we purchased substantially all of the remaining assets of Powerscourt Investments XXV, LP for $22.5 million. We expect the purchase to be accretive to our net asset value when reported in our financial results for the third quarter.
Previous report
On August 7, 2025, we entered into a certain Merger Agreement with Monroe Capital Corporation (“MRCC”; NASDAQ: MRCC) wherein MRCC will merge with and into us, subject to the receipt of, among other things, approval by our shareholders and by the shareholders of MRCC and the satisfaction of other closing conditions.
Reworded paragraphs (58)
Previous wording
We are a specialty finance company that lends to and invests in development-stage companies in the technology, life science, healthcare information and services and sustainability industries, which we refer to as our “Target Industries.” Our investment objective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital appreciation from the warrants we receive when making such debt investments. We are focused on making secured debt investments, which we refer to collectively as “Venture Loans,” to venture capital and private equity backed companies and publicly traded companies in our Target Industries, which we refer to as “Venture Lending.” Our debt investments are typically secured by first liens or first liens behind a secured revolving line of credit, or collectively “Senior Term Loans.” Some of our debt investments may also be subordinated to term debt provided by third parties. As of June 30, 2025, 93.9%, or $543.8 million, of our debt investment portfolio at fair value consisted of Senior Term Loans. Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the amortization of the Venture Loan and (4) the lender’s receipt of warrants or other success fees with the making of the Venture Loan.
Current wording
We are a specialty finance company that lends to and invests in development-stage companies in the technology, life science, healthcare information and services and sustainability industries, which we refer to as our “Target Industries.” Our investment objective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital appreciation from the warrants we receive when making such debt investments. We are focused on making secured debt investments, which we refer to collectively as “Venture Loans,” to venture capital and private equity backed companies and publicly traded companies in our Target Industries, which we refer to as “Venture Lending.” Our debt investments are typically secured by first liens or first liens behind a secured revolving line of credit, or collectively “Senior Term Loans.” Some of our debt investments may also be subordinated to term debt provided by third parties. As of September 30, 2025, 97.0%, or $543.6 million, of our debt investment portfolio at fair value consisted of Senior Term Loans. Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the amortization of the Venture Loan and (4) the lender’s receipt of warrants or other success fees with the making of the Venture Loan.
Previous wording
The following table shows total portfolio investment activity as of and for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table shows total portfolio investment activity as of and for the three and nine months ended September 30, 2025 and 2024:
Previous wording
The largest debt investments in our portfolio may vary from period to period as new debt investments are originated and existing debt investments are repaid. Our five largest debt investments at cost represented 23% and 22% of total debt investments outstanding as of June 30, 2025 and December 31, 2024, respectively. Our five largest debt investments at fair value represented 25% and 23% of total debt investments outstanding as of June 30, 2025 and December 31, 2024, respectively. No single debt investment at cost or fair value represented more than 10% of our total debt investments as of June 30, 2025 and December 31, 2024.
Current wording
The largest debt investments in our portfolio may vary from period to period as new debt investments are originated and existing debt investments are repaid. Our five largest debt investments at cost represented 25% and 22% of total debt investments outstanding as of September 30, 2025 and December 31, 2024, respectively. Our five largest debt investments at fair value represented 26% and 23% of total debt investments outstanding as of September 30, 2025 and December 31, 2024, respectively. No single debt investment at cost or fair value represented more than 10% of our total debt investments as of September 30, 2025 and December 31, 2024.
Previous wording
We use an internal credit rating system which rates each debt investment on a scale of 4 to 1, with 4 being the highest credit quality rating and 3 being the rating for a standard level of risk. A rating of 2 represents an increased level of risk and, while no loss is currently anticipated for a 2‑rated debt investment, there is potential for future loss of principal. A rating of 1 represents a deteriorating credit quality and a high degree of risk of loss of principal. Our internal credit rating system is not a national credit rating system. As of June 30, 2025 and December 31, 2024, our debt investments had a weighted average credit rating of 3.0 and 3.1, respectively. The following table shows the classification of our debt investment portfolio by credit rating as of June 30, 2025 and December 31, 2024:
Current wording
We use an internal credit rating system which rates each debt investment on a scale of 4 to 1, with 4 being the highest credit quality rating and 3 being the rating for a standard level of risk. A rating of 2 represents an increased level of risk and, while no loss is currently anticipated for a 2‑rated debt investment, there is potential for future loss of principal. A rating of 1 represents a deteriorating credit quality and a high degree of risk of loss of principal. Our internal credit rating system is not a national credit rating system. As of September 30, 2025 and December 31, 2024, our debt investments had a weighted average credit rating of 2.9 and 3.1, respectively. The following table shows the classification of our debt investment portfolio by credit rating as of September 30, 2025 and December 31, 2024:
Previous wording
As of June 30, 2025, there were five debt investments with an internal credit rating of 1, with an aggregate cost of $74.8 million and an aggregate fair value of $26.9 million and there were three debt investments with an internal credit rating of 2, with an aggregate cost of $23.3 million and an aggregate fair value of $14.1 million. As of December 31, 2024, there were four debt investments with an internal credit rating of 1, with an aggregate cost of $44.8 million and an aggregate fair value of $10.5 million and there were seven debt investments with an internal credit rating of 2, with an aggregate cost of $53.3 million and an aggregate fair value of $48.8 million. The increase in the number of investments with internal credit ratings of 1 or 2 was primarily a result of the increase in the risk of loss of principal caused by the portfolio companies low cash positions and the difficult equity fundraising market and/or the underperformance of such portfolio companies.
Current wording
As of September 30, 2025, there were four debt investments with an internal credit rating of 1, with an aggregate cost of $61.3 million and an aggregate fair value of $29.3 million and there were four debt investments with an internal credit rating of 2, with an aggregate cost of $43.7 million and an aggregate fair value of $42.1 million. As of December 31, 2024, there were four debt investments with an internal credit rating of 1, with an aggregate cost of $44.8 million and an aggregate fair value of $10.5 million and there were seven debt investments with an internal credit rating of 2, with an aggregate cost of $53.3 million and an aggregate fair value of $48.8 million. The increase in investments with internal credit ratings of 1 or 2 was primarily a result of the increase in the risk of loss of principal caused by the portfolio companies low cash positions and the difficult equity fundraising market and/or the underperformance of such portfolio companies.
Previous wording
Net decrease in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.
Current wording
Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.
Previous wording
Total investment income decreased by $1.2 million, or 4.5%, to $24.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. For the three months ended June 30, 2025, total investment income consisted primarily of (1) $22.6 million in interest income from investments, which included $4.1 million in income from the accretion of origination fees and end of term payments and $0.2 million in PIK interest income and (2) $1.9 million in fee income.
Current wording
Total investment income increased by $1.8 million, or 7.1%, to $26.3 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. For the three months ended September 30, 2025, total investment income consisted primarily of (1) $24.3 million in interest income from investments, which included $3.5 million in income from the accretion of origination fees and end of term payments and $0.7 million in PIK interest income and (2) $2.0 million in fee income.
Previous wording
Interest income on debt investments decreased by $4.5 million, or 8.8%, to $46.1 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest income on debt investments for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 decreased primarily due to a decrease in the Prime Rate which is the base rate for most of our variable rate debt investments. The proportion of total investment income that resulted from the portion of ETPs not received in cash for the six months ended June 30, 2025 and 2024 was 3.7% and 6.7%, respectively. The decrease in the proportion of total investment income that resulted from the portion of ETPs not received in cash was a result of an increase in prepayments for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
Interest income on debt investments increased by $1.1 million, or 4.8%, to $24.3 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Interest income on debt investments for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 increased primarily due to the recognition and capitalization of accrued, but previously unrecorded, interest income in connection with the settlement of two debt investments previously on non-accrual status, partially offset by lower interest income due to a decrease of $34.9 million, or 5.8%, in our average earning debt investments and the decrease in the Prime Rate, which is the base rate for most of our variable rate debt investments. The proportion of total investment income that resulted from the portion of ETPs not received in cash for the three months ended September 30, 2025 and 2024 was 3.5% and 4.6%, respectively. The decrease in the proportion of total investment income that resulted from the portion of ETPs not received in cash was a result of an increase in prepayments for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Previous wording
PIK interest income decreased by $0.1 million, or 31.4%, to $0.2 for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. For the three months ended June 30, 2025 and 2024, 1.0% and 1.4%, respectively, of total investment income was attributable to non-cash PIK interest income. The decrease in PIK interest income as a percentage of total investment income was primarily due to a decrease in earning assets that contain a PIK feature for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
PIK interest income increased by $0.3 million, or 75.0%, to $0.7 for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, 2.5% and 1.5%, respectively, of total investment income was attributable to non-cash PIK interest income. The increase in PIK interest income as a percentage of total investment income was primarily due to an increase in earning assets that contain a PIK feature for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Previous wording
Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $0.9 million, or 89.3%, to $1.9 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to a higher aggregate amount of principal prepayments for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $0.6 million, or 46.7%, to $2.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to a higher aggregate amount of principal prepayments for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Previous wording
Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments at cost in the aggregate accounted for 18% and 20% of investment income for the three months ended June 30, 2025 and 2024, respectively. Interest income from the five largest debt investments at fair value in the aggregate accounted for 22% and 24% of investment income for the three months ended June 30, 2025 and 2024, respectively.
Current wording
Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments at cost in the aggregate accounted for 17% and 21% of investment income for the three months ended September 30, 2025 and 2024, respectively. Interest income from the five largest debt investments at fair value in the aggregate accounted for 21% and 25% of investment income for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
Total expenses increased by $0.3 million, or 2.3%, to $12.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.
Current wording
Total expenses decreased by $0.4 million, or 3.2%, to $12.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.
Previous wording
Interest expense increased by $0.3 million, or 3.3%, to $8.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in our effective cost of debt for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 partially offset by a decrease in average borrowings for the three months ended June 30, 2025 of $4.3 million, or 1.0%, as compared to the three months ended June 30, 2024.
Current wording
Interest expense decreased by $0.05 million, or 0.6%, to $7.9 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Interest expense, which includes the amortization of debt issuance costs, decreased primarily due to a decrease in average borrowings for the three months ended September 30, 2025 of $18.9 million, or 4.3%, as compared to the three months ended September 30, 2024 partially offset by an increase in our effective cost of debt for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
Base management fee expense decreased by $0.1 million, or 2.2%, to $3.0 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Base management fee decreased primarily due to a decrease of $16.9 million, or 2.4%, in average gross assets less cash for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Current wording
Base management fee expense decreased by $0.2 million, or 8.1%, to $2.7 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Base management fee decreased primarily due to a decrease of $60.0 million, or 8.8%, in average gross assets less cash for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
There was no performance based incentive fee expense for the three months ended June 30, 2025 and 2024. The incentive fee on pre-incentive fee net investment income was subject to an Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $2.3 million for the three months ended June 30, 2025 compared to an Incentive Fee Cap of $2.6 million for the three months ended June 30, 2024. The Incentive Fee Cap and Deferral Mechanism resulted in $2.3 million of reduced incentive fee expense and increased net investment income for the three months ended June 30, 2025. The incentive fee on pre-incentive fee net investment income was subject to the Incentive Fee Cap for the three months ended June 30, 2025 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.
Current wording
There was no performance based incentive fee expense for the three months ended September 30, 2025 and 2024. The incentive fee on pre-incentive fee net investment income was subject to an Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $2.8 million for the three months ended September 30, 2025 compared to an Incentive Fee Cap of $2.4 million for the three months ended September 30, 2024. The Incentive Fee Cap and Deferral Mechanism resulted in $2.8 million of reduced incentive fee expense and increased net investment income for the three months ended September 30, 2025. The incentive fee on pre-incentive fee net investment income was subject to the Incentive Fee Cap for the three months ended September 30, 2025 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.
Previous wording
Administrative fee expense, professional fees and general and administrative expenses were $1.5 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively.
Current wording
Administrative fee expense, professional fees and general and administrative expenses were $1.3 million and $1.4 million for the three months ended September 30, 2025 and 2024, respectively.
Previous wording
During the three months ended June 30, 2025, we realized net losses on investments totaling $9.3 million primarily due to the settlement of two of our debt investments. During the same period, we converted $12.5 million in outstanding principal of the 2031 Convertible Notes which resulted in a realized loss on extinguishment of debt of $0.8 million. For the three months ended June 30, 2024, we realized net gains on investments totaling $2.5 million primarily due to the exercise and conversion to equity of one of our warrant investments.
Current wording
During the three months ended September 30, 2025, we realized net losses on investments totaling $22.5 million primarily due to (1) the settlement of two equity investments and two investments we categorize as other investments (investments not consisting of debt, equity or warrant investments) and (2) the realization of two warrant investments. During the same period, we converted $4.8 million in outstanding principal of the 2031 Convertible Notes which resulted in a realized loss on extinguishment of debt of $0.4 million. During the same period, we elected to exercise our option to redeem the outstanding balance of our 2022 Asset-Backed Notes (as defined below) which resulted in a realized loss on debt extinguishment of $0.9 million. For the three months ended September 30, 2024, we realized net losses on investments totaling $33.9 million primarily due to the settlement of one debt investments.
Previous wording
During the three months ended June 30, 2025, net unrealized depreciation on investments totaled $22.2 million which was primarily due to (1) the unrealized depreciation on seven of our debt investments and (2) the unrealized depreciation on two of our other investments partially offset by (1) the reversal of previously recorded unrealized depreciation from the settlement of two of our debt investments and (2) the unrealized appreciation of two of our warrant investments. During the three months ended June 30, 2024, net unrealized depreciation on investments totaled $24.5 million which was primarily due to (1) the unrealized depreciation on three of our debt investments and one of our equity investments and (2) the reversal of previously recorded unrealized appreciation from the exercise and conversion to equity of one of our warrant investments offset by the unrealized appreciation on two of our debt investments. The difficult equity fundraising market and under performance of certain portfolio companies, among other factors, resulted in us reducing the fair market value of the debt investments in such portfolio companies, thus increasing the unrealized depreciation on such debt investments.
Current wording
During the three months ended September 30, 2025, net unrealized appreciation on investments totaled $40.5 million which was primarily due to (1) the unrealized appreciation on three debt investments and one equity investment, (2) the reversal of previously recorded unrealized depreciation from the settlement of two other investments and two equity investments and (3)the unrealized appreciation on the acquisition of debt investments partially offset by (1) the unrealized depreciation of one debt investment, two other investments and two equity investments and (4) the reversal of previously recorded unrealized appreciation from the realization of two warrant investments. During the three months ended September 30, 2024, net unrealized appreciation on investments totaled $29.3 million which was primarily due to (1) the reversal of previously recorded unrealized depreciation from the settlement of one debt investment and (2) the unrealized appreciation on one debt investment offset by (1) the unrealized depreciation on one other investment and (2) the unrealized depreciation on our warrant investments.
Previous wording
The following table shows consolidated results of operations for the six months ended June 30, 2025 and 2024:
Current wording
The following table shows consolidated results of operations for the nine months ended September 30, 2025 and 2024:
Previous wording
Net decrease in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.
Current wording
Net (decrease) increase in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.
Previous wording
Total investment income decreased by $2.8 million, or 5.3%, to $49.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. For the six months ended June 30, 2025, total investment income consisted primarily of (1) $46.1 million in interest income from investments, which included $7.6 million in income from the accretion of origination fees and end of term payments and $0.5 million in PIK interest income and (2) $3.0 million in fee income.
Current wording
Total investment income decreased by $1.0 million, or 1.3%, to $75.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025, total investment income consisted primarily of (1) $70.4 million in interest income from investments, which included $11.0 million in income from the accretion of origination fees and end of term payments and $1.2 million in PIK interest income and (2) $5.0 million in fee income.
Previous wording
Interest income on debt investments decreased by $2.1 million, or 8.4%, to $22.6 million, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest income on debt investments for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 decreased primarily due to a decrease in the Prime Rate which is the base rate for most of our variable rate debt investments. The proportion of total investment income that resulted from the portion of ETPs not received in cash for the three months ended June 30, 2025 and 2024 was 2.8% and 6.6%, respectively. The decrease in the proportion of total investment income that resulted from the portion of ETPs not received in cash was a result of an increase in prepayments for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
Interest income on debt investments decreased by $3.4 million, or 4.6%, to $70.4 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Interest income on debt investments for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 decreased primarily due to a decrease of $13.5 million, or 2.2%, in our average earning debt investments and the decrease in the Prime Rate, which is the base rate for most of our variable rate debt investments. The proportion of total investment income that resulted from the portion of ETPs not received in cash for the nine months ended September 30, 2025 and 2024 was 3.6% and 6.0%, respectively. The decrease in the proportion of total investment income that resulted from the portion of ETPs not received in cash was a result of an increase in prepayments for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
PIK interest income decreased by $1.2 million, or 69.6%, to $0.5 for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, 1.1% and 3.3%, respectively, of total investment income was attributable to non-cash PIK interest income. The decrease in PIK interest income as a percentage of total investment income was primarily due to a decrease in earning assets that contain a PIK feature for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
PIK interest income decreased by $0.9 million, or 43.6%, to $1.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, 1.6% and 2.8%, respectively, of total investment income was attributable to non-cash PIK interest income. The decrease in PIK interest income as a percentage of total investment income was primarily due to a decrease in earning assets that contain a PIK feature for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $1.7 million, or 132.7%, to $3.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to a higher aggregate amount of principal prepayments for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $2.3 million, or 88.0%, to $5.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to a higher aggregate amount of principal prepayments for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
The following table shows our dollar-weighted annualized yield for the six months ended June 30, 2025 and 2024:
Current wording
The following table shows our dollar-weighted annualized yield for the nine months ended September 30, 2025 and 2024:
Previous wording
Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments at cost in the aggregate accounted for 17% and 18% of investment income for the six months ended June 30, 2025 and 2024, respectively. Interest income from the five largest debt investments at fair value in the aggregate accounted for 20% and 22% of investment income for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments at cost in the aggregate accounted for 17% and 21% of investment income for the nine months ended September 30, 2025 and 2024, respectively. Interest income from the five largest debt investments at fair value in the aggregate accounted for 20% and 23% of investment income for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
Total expenses increased by $0.6 million, or 2.2%, to $26.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.
Current wording
Total expenses increased by $0.2 million, or 0.4%, to $38.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.
Previous wording
Interest expense increased by $0.8 million, or 4.9%, to $16.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings of $4.0 million, or 0.9%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 and an increase in our effective cost of debt for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Current wording
Interest expense increased by $0.7 million, or 3.1%, to $24.8 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in our effective cost of debt for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 partially offset by a decrease in average borrowings of $3.7 million, or 0.8%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous wording
Base management fee expense decreased by $0.05 million, or 0.8%, to $6.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Base management fee decreased primarily due to a decrease of $6.2 million, or 0.9%, in average gross assets less cash for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Current wording
Base management fee expense decreased by $0.3 million, or 3.2%, to $8.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Base management fee decreased primarily due to a decrease of $24.2 million, or 3.4%, in average gross assets less cash for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous wording
There was no performance based incentive fee expense for the six months ended June 30, 2025. Performance based incentive fee expense decreased by $0.3 million, or 100.0% for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. This decrease was due to a decrease of $3.6 million, or 14.1%, in Pre-Incentive Fee Net Investment Income for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 and an Incentive Fee Cap calculated based on the Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $4.4 million for the six months ended June 30, 2025 compared to an Incentive Fee Cap of $4.9 million for the six months ended June 30, 2024. The Incentive Fee Cap and Deferral Mechanism resulted in $4.4 million of reduced incentive fee expense and increased net investment income for the six months ended June 30, 2025. The incentive fee on pre-incentive fee net investment income was subject to the Incentive Fee Cap for the six months ended June 30, 2025 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.
Current wording
There was no performance based incentive fee expense for the nine months ended September 30, 2025. Performance based incentive fee expense decreased by $0.3 million, or 100.0% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This decrease was due to a decrease of $1.5 million, or 4.0%, in Pre-Incentive Fee Net Investment Income for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 and an Incentive Fee Cap calculated based on the Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $7.2 million for the nine months ended September 30, 2025 compared to an Incentive Fee Cap of $7.2 million for the nine months ended September 30, 2024. The Incentive Fee Cap and Deferral Mechanism resulted in $7.2 million of reduced incentive fee expense and increased net investment income for the nine months ended September 30, 2025. The incentive fee on pre-incentive fee net investment income was subject to the Incentive Fee Cap for the nine months ended September 30, 2025 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.
Previous wording
Administrative fee expense, professional fees and general and administrative expenses were $3.1 million and $3.0 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Administrative fee expense, professional fees and general and administrative expenses were $4.4 million for the nine months ended September 30, 2025 and 2024.
Previous wording
During the six months ended June 30, 2025, we realized net losses on investments totaling $9.3 million primarily due to the settlement of two of our debt investments. During the same period, we converted $12.5 million in outstanding principal of the 2031 Convertible Notes which resulted in a realized loss on extinguishment of debt of $0.8 million. During the six months ended June 30, 2024, we realized net gains on investments totaling $2.5 million primarily due to the exercise and conversion to equity of one of our warrant investments.
Current wording
During the nine months ended September 30, 2025, we realized net losses on investments totaling $31.8 million primarily due to (1) the settlement of two debt investments, two equity investments and two other investments and (2) the realization of two warrant investments. During the same period, we converted $17.3 million in outstanding principal of the 2031 Convertible Notes which resulted in a realized loss on extinguishment of debt of $1.2 million. During the same period, we elected to exercise our option to redeem the outstanding balance of our 2022 Asset-Backed Notes (as defined below) which resulted in a realized loss on debt extinguishment of $0.9 million. During the nine months ended September 30, 2024, we realized net losses on investments totaling $31.4 million primarily due to the settlement of one debt investments.
Previous wording
During the six months ended June 30, 2025, net unrealized depreciation on investments totaled $54.3 million which was primarily due to (1) the unrealized depreciation on seven of our debt investments, (2) the unrealized depreciation on four of our other investments and (3) the unrealized depreciation on two of our equity investments partially offset by (1) the reversal of previously recorded unrealized depreciation from the settlement of one of our debt investments and (2) the unrealized appreciation of two of our warrant investments. During the six months ended June 30, 2024, net unrealized depreciation on investments totaled $28.5 million which was primarily due to (1) the unrealized depreciation on four of our debt investments and one of our equity investments and (2) the reversal of previously recorded unrealized appreciation from the exercise and conversion to equity of one of our warrant investments offset by the unrealized appreciation on one of our debt investments. The difficult equity fundraising market and under performance of certain portfolio companies, among other factors, resulted in us reducing the fair market value of the debt investments in such portfolio companies, thus increasing the unrealized depreciation on such debt investments.
Current wording
During the nine months ended September 30, 2025, net unrealized depreciation on investments totaled $13.8 million which was primarily due to (1) the unrealized depreciation of four debt investments, three other investments and three equity investments and (2) the reversal of previously recorded unrealized appreciation from the realization of two warrant investments partially offset by (1) the unrealized appreciation on two debt investments and one equity investment, (2) the reversal of previously recorded unrealized depreciation from the settlement of one debt investment, one other investment, one equity investment and (3) the unrealized appreciation on the acquisition of debt investments. During the nine months ended September 30, 2024, net unrealized appreciation on investments totaled $0.9 million which was primarily due to (1) the reversal of previously recorded unrealized depreciation from the settlement of one debt investment and (2) the unrealized appreciation on one other investment partially offset by (1) the unrealized depreciation on four debt investments and (2) the unrealized depreciation on our warrant and equity investments. The difficult equity fundraising market and under performance of certain portfolio companies, among other factors, resulted in us reducing the fair market value of the debt investments in such portfolio companies, thus increasing the unrealized depreciation on such debt investments.
Previous wording
As of June 30, 2025 and December 31, 2024, we had cash and investments in money market funds of $77.9 million and $97.5 million, respectively. Cash and investments in money market funds are available to fund new investments, reduce borrowings, pay expenses, repurchase common stock and pay distributions. In addition, as of June 30, 2025 and December 31, 2024, we had $3.2 million and $3.3 million, respectively, of restricted investments in money market funds. Restricted investments in money market funds may be used to make monthly interest and principal payments on our 2022 Asset-Backed Notes, our NYL Facility or our Nuveen Facility. Our primary sources of capital have been from our public equity offerings, use of our revolving credit facility (the “Key Facility”) with KeyBank National Association (“Key”), the Note Funding Agreement (the “NYL Facility”), with several entities owned or affiliated with New York Life Insurance Company and the Nuveen Note Funding Agreement (the “Nuveen Facility”, together with the Key Facility and the NYL Facility, the “Credit Facilities”) with several entities owned or affiliated with Nuveen Alternative Advisors LLC, and issuance of our public and private debt securities.
Current wording
As of September 30, 2025 and December 31, 2024, we had cash and investments in money market funds of $128.5 million and $97.5 million, respectively. Cash and investments in money market funds are available to fund new investments, reduce borrowings, pay expenses, repurchase common stock and pay distributions. In addition, as of September 30, 2025 and December 31, 2024, we had $2.4 million and $3.3 million, respectively, of restricted investments in money market funds. Restricted investments in money market funds may be used to make monthly interest and principal payments on our 2022 Asset-Backed Notes, our NYL Facility or our Nuveen Facility. Our primary sources of capital have been from our public equity offerings, use of our revolving credit facility (the “Key Facility”) with KeyBank National Association (“Key”), the Note Funding Agreement (the “NYL Facility”), with several entities owned or affiliated with New York Life Insurance Company and the Nuveen Note Funding Agreement (the “Nuveen Facility”, together with the Key Facility and the NYL Facility, the “Credit Facilities”) with several entities owned or affiliated with Nuveen Alternative Advisors LLC, and issuance of our public and private debt securities.
Previous wording
During the three months ended June 30, 2024, the Company sold 1,516,249 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $17.1 million, including $0.4 million of offering expenses, from these sales.
Current wording
During the three months ended September 30, 2024, we sold 1,709,096 shares of common stock under the 2023 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $18.4 million, including $0.4 million of offering expenses, from these sales.
Previous wording
On April 25, 2025, our Board extended a previously authorized stock repurchase program which allows us to repurchase up to $5.0 million of our common stock at prices below our net asset value (“NAV”) per share as reported in our most recent consolidated financial statements. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market or in privately negotiated transactions from time to time. Any repurchases by us intend to comply with the requirements of Rule 10b‑18 under the Exchange Act and any applicable requirements of the 1940 Act. Unless extended by our Board, the repurchase program will terminate on the earlier of June 30, 2026 or the repurchase of $5.0 million of our common stock. During the three and six months ended June 30, 2025 and 2024, we did not make any repurchases of our common stock. From the inception of the stock repurchase program through June 30, 2025, we repurchased 167,465 shares of our common stock at an average price of $11.22 on the open market at a total cost of $1.9 million. From time to time, our Board assesses the size and effectiveness of the stock repurchase program and could elect to increase or decrease the size of the program in the future.
Current wording
On April 25, 2025, our Board extended a previously authorized stock repurchase program which allows us to repurchase up to $5.0 million of our common stock at prices below our net asset value (“NAV”) per share as reported in our most recent consolidated financial statements. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market or in privately negotiated transactions from time to time. Any repurchases by us intend to comply with the requirements of Rule 10b‑18 under the Exchange Act and any applicable requirements of the 1940 Act. Unless extended by our Board, the repurchase program will terminate on the earlier of June 30, 2026 or the repurchase of $5.0 million of our common stock. On August 5, 2025, our Board authorized an increase in the maximum amount of shares that can be repurchased on the open market or in privately negotiated purchases pursuant to Rule 10b-18 and other applicable provisions of the Securities Exchange Act of 1934, as amended from up to $5,000,000 of shares to up to $10,000,000 of shares, provided such purchases, in the aggregate, do not exceed two percent (2%) of the shares outstanding at the time of purchase and such shares are purchased only when the such shares are trading below 90% of our most recently disclosed net asset value per share. During the three and nine months ended September 30, 2025 and 2024, we did not make any repurchases of our common stock. From the inception of the stock repurchase program through September 30, 2025, we repurchased 167,465 shares of our common stock at an average price of $11.22 on the open market at a total cost of $1.9 million. From time to time, our Board assesses the size and effectiveness of the stock repurchase program and could elect to increase or decrease the size of the program in the future.
Previous wording
At June 30, 2025 and December 31, 2024 there was no outstanding principal balance under the Key Facility. As of June 30, 2025 and December 31, 2024, we had borrowing capacity under the Key Facility of $150.0 million. At June 30, 2025 and December 31, 2024, $38.3 million and $24.8 million, respectively, was available for borrowing under the Key Facility, subject to existing terms and advance rates.
Current wording
At September 30, 2025 and December 31, 2024 there was no outstanding principal balance under the Key Facility. As of September 30, 2025 and December 31, 2024, we had borrowing capacity under the Key Facility of $150.0 million. At September 30, 2025 and December 31, 2024, $42.0 million and $24.8 million, respectively, was available for borrowing under the Key Facility, subject to existing terms and advance rates.
Previous wording
At June 30, 2025 and December 31, 2024, the outstanding principal balance under the NYL Facility was $181.0 million. As of June 30, 2025 and December 31, 2024, we had borrowing capacity under the NYL Facility of $69.0 million. At June 30, 2025 and December 31, 2024, $0.2 million and $8.4 million, respectively, was available for borrowing under the NYL Facility, subject to existing terms and advance rates.
Current wording
At September 30, 2025 and December 31, 2024, the outstanding principal balance under the NYL Facility was $181.0 million. As of September 30, 2025 and December 31, 2024, we had borrowing capacity under the NYL Facility of $69.0 million. At September 30, 2025 and December 31, 2024, $8.9 million and $8.4 million, respectively, was available for borrowing under the NYL Facility, subject to existing terms and advance rates.
Previous wording
At June 30, 2025 and December 31, 2024, the outstanding principal balance under the Nuveen Facility was $90.0 million and $75.0 million, respectively. As of June 30, 2025 and December 31, 2024, we had borrowing capacity under the Nuveen Facility of $110.0 million and $25.0 million, respectively. At June 30, 2025 and December 31, 2024, $0.8 million and $9.9 million, respectively, was available for borrowing under the Nuveen Facility, subject to existing terms and advance rates.
Current wording
At September 30, 2025 and December 31, 2024, the outstanding principal balance under the Nuveen Facility was $90.0 million and $75.0 million, respectively. As of September 30, 2025 and December 31, 2024, we had borrowing capacity under the Nuveen Facility of $110.0 million and $25.0 million, respectively. At September 30, 2025 and December 31, 2024, $0.6 million and $9.9 million, respectively, was available for borrowing under the Nuveen Facility, subject to existing terms and advance rates.
Previous wording
On October 17, 2024, the Company entered into a note purchase agreement (the “2031 Note Purchase Agreement”), by and among the Company, and each purchaser named therein, in connection with the issuance and sale of $20.0 million aggregate principal of the Company’s 7.125% convertible notes due 2031 (the “2031 Convertible Notes”). At June 30, 2025 and December 31, 2024, the aggregate outstanding principal balance of the 2031 Convertible Notes was $7.5 million and $20.0 million, respectively. The 2031 Convertible Notes were not outstanding as of June 30, 2024.
Current wording
On October 17, 2024, the Company entered into a note purchase agreement (the “2031 Note Purchase Agreement”), by and among the Company, and each purchaser named therein, in connection with the issuance and sale of $20.0 million aggregate principal of the Company’s 7.125% convertible notes due 2031 (the “2031 Convertible Notes”). At September 30, 2025 and December 31, 2024, the aggregate outstanding principal balance of the 2031 Convertible Notes was $2.8 million and $20.0 million, respectively. The 2031 Convertible Notes were not outstanding as of September 30, 2024.
Showing the first 40 of 58 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
On September 4, 2025, the Company entered into a note purchase agreement (the “2030 Note Purchase Agreement”), by and among the Company, and each purchaser named therein, in connection with the issuance and sale of $40.0 million aggregate principal of the Company’s 5.50% convertible notes due 2030 (the “2030 Convertible Notes”). At September 30, 2025, the aggregate outstanding principal balance of the 2030 Convertible Notes was $40.0 million. The 2030 Convertible Notes were not outstanding as of December 31, 2024.
Current report — wording carried from elsewhere
On September 4, 2025, we entered into the 2030 Note Purchase Agreement, by and among us and each purchaser named therein, in connection with the issuance and sale of $40.0 million aggregate principal of our 5.50% 2030 Convertible Notes. We received net proceeds (before expenses) from the sale of the 2030 Convertible Notes of approximately $36.6 million.
Current report — wording carried from elsewhere
The 2030 Convertible Notes mature on September 4, 2030, unless earlier converted or repurchased in accordance with their terms. The 2030 Convertible Notes bear interest at a rate of 5.50% per year, payable monthly in arrears on the last day of each calendar month, beginning on September 30, 2025.
Current report — wording carried from elsewhere
At any time on or after October 4, 2025, at our sole option, we may redeem, from time to time, the 2030 Convertible Notes in whole or in part, out of funds legally available for such redemption, at 100% of the principal amount prepaid plus accrued but unpaid interest to but excluding the date of prepayment.
Current report — wording carried from elsewhere
Each holder of a 2030 Convertible Note has the right, at such holder’s option, to convert any such 2030 Convertible Note, at any time on or after October 4, 2025 and prior to the close of business on the business day immediately preceding the maturity date, into such number of shares of common stock of the Company equal to the principal balance of the 2030 Convertible Note being converted on the conversion date plus the accrued but unpaid interest on the 2030 Convertible Note as of the conversion date, divided by the greater of (i) volume-weighted average closing sale price for the five trading days immediately prior to the relevant conversion date, or (ii) our most recently reported NAV per share immediately prior to the date of exercise.
Current report — wording carried from elsewhere
No holder of 2030 Convertible Notes may exercise its conversion right if upon conversion the holder would receive shares that would cause funds and accounts managed by the investment adviser to such funds and accounts and any person controlled by the parent company of such investment adviser to beneficially own in the aggregate more than 4.99% of the shares outstanding at such time.
Current report — wording carried from elsewhere
The 2030 Convertible Notes are not listed on any exchange and may not be transferred without our consent.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On August 5, 2025, our Board authorized an increase in the maximum amount of our shares that can be repurchased on the open market or in privately negotiated purchases pursuant to Rule 10b-18 and other applicable provisions of the Securities Exchange Act of 1934, as amended from up to $5,000,000 of shares to up to $10,000,000 of shares, provided such purchases, in the aggregate, do not exceed two percent (2%) of the shares outstanding at the time of purchase and such shares are purchased only when the such shares are trading below 90% of our most recently disclosed net asset value per share.