SURO CAPITAL CORP.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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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.
Mar 31, 2026 · Filed May 6, 2026
NSLR$5.76+2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-020943
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001493152-26-021430
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 93 previous paragraphs and 88 current paragraphs.
49 unchanged; 27 reworded; 10 added; 11 removed; 6 previous and 2 current paragraphs rearranged.
Tables are not compared: 24 previous and 38 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 (10)
Current report
Three Months Ended March 31, 2026
Current report
Three Months Ended March 31, 2025
Current report
As of March 31, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December 30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100% of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We intend to satisfy our repayment obligation at maturity primarily from existing cash balances, and we may also consider refinancing alternatives, including the issuance of new debt securities, the sale of portfolio investments, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate amount of shares remained available for sale as of March 31, 2026). Any refinancing involving the incurrence of new indebtedness would require five business days’ prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase Agreement. As of March 31, 2026, we held approximately $43.3 million in cash, which exceeds the outstanding principal amount of the 6.00% Notes due 2026 and which we believe is sufficient to satisfy this obligation at maturity. In addition, as of March 31, 2026, we held approximately $2.7 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.
Current report
Share Repurchase Program
Current report
Refer to “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information regarding the 6.50% Convertible Notes due 2029.
Current report
Externalization
Current report
On April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from an internally managed BDC to an externally managed structure (the “Externalization”) and approved the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain of our current employees and Magnetar Holdings LLC (“Magnetar”), pursuant to which the Adviser would be appointed as our investment adviser. Entry into the Advisory Agreement effectuating the Externalization is subject to approval by our stockholders. If our stockholders do not approve the Advisory Agreement, we will continue to operate as an internally managed BDC. We are not being sold, and if the Externalization is consummated, our stockholders immediately prior to the Externalization will be our stockholders immediately following the Externalization and will hold the same number of shares of our common stock as they held prior to the Externalization.
Current report
Key terms of the Externalization include: (i) no incentive fee payable to the Adviser on realized gains attributable to our existing portfolio; (ii) expected annual expense savings of approximately 0.77% of average total assets compared to the current internal management structure; (iii) a $20 million capital commitment by Magnetar to invest in us, the form of which will depend on certain factors; (iv) a base management fee of 1.75% of our gross assets, which our Board of Directors determined to be competitive with fees charged by comparable BDCs and below the median fee charged by private market venture and technology funds; and (v) management continuity, with our current investment team, including Mark D. Klein and Allison Green, continuing in their current capacities, but as employees of the Adviser rather than us following the Externalization. Upon effectiveness of the Advisory Agreement, we also will enter into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”), pursuant to which the Administrator will provide, or oversee the provision of, administrative services necessary for our operations, subject to our reimbursement of the Administrator’s costs and expenses, including our allocable portion of overhead.
Current report
In connection with the Externalization, on April 2, 2026, our Compensation Committee approved (a) a grant of 350,000 restricted shares (with any aggregate income tax liability to be paid by us) to Mark D. Klein; (b) a grant of 60,000 restricted shares (with any aggregate income tax liability to be paid by us) to Allison Green; (c) a cash bonus of $850,000 to Mark D. Klein; and (d) a cash bonus of $500,000 to Allison Green. The foregoing compensation will be paid only if the Advisory Agreement is approved by our stockholders.
Current report
For additional information regarding the Externalization and its impact on stockholders, the Advisory Agreement, the Administration Agreement, Magnetar and the compensation of management relating to the Externalization, please refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of March 31, 2026 and to the Current Report on Form 8-K we filed on April 7, 2026.
Removed paragraphs (11)
Previous report
Nine Months Ended September 30, 2025
Previous report
Nine Months Ended September 30, 2024
Previous report
During the nine months ended September 30, 2024, we wrote-off our investments in Churchill Sponsor VII LLC and YouBet Technology, Inc. (d/b/a FanPower) following their dissolution.
Previous report
Investment income decreased to $1,125,667 for the nine months ended September 30, 2025 from $3,444,161 for the nine months ended September 30, 2024. The net decrease between periods was primarily due to the cessation of interest income from short-term U.S. Treasury bills and a decrease in interest income received on cash, in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024. Additional decreases were related to a decrease in interest income from interest accruals on our debt investment in Xgroup Holdings Limited (d/b/a Xpoint), and a decrease in dividend income from Aventine Property Group, Inc. due to the pause placed on their declaration of dividends that began in August 2024. The decreases were offset by an increase in dividend income from CW Opportunity 2 LP and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.
Previous report
Total operating expenses decreased to $11,964,411 for the nine months ended September 30, 2025 from $13,530,561 for the nine months ended September 30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense, professional fees, and other expenses, in addition to a decrease in income tax expense due to the receipt of a prior year tax refund. These decreases were partially offset by increases in interest expense and directors’ fees during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.
Previous report
For the nine months ended September 30, 2025, we recognized a net investment loss of $10,838,744, compared to a net investment loss of $10,086,400 for the nine months ended September 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the nine months ended September 30, 2025, relative to the nine months ended September 30, 2024.
Previous report
The following table summarizes certain information relating to shares sold under the ATM Program:
Previous report
Refer to “Part I. Item 2—Recent Developments” and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2025 for more information regarding the 6.50% Convertible Notes due 2029.
Previous report
The timing and number of shares to be repurchased pursuant to the Share Repurchase Program will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.
Previous report
Dividends
Previous report
On November 3, 2025, the Company’s Board of Directors declared a dividend of $0.25 per share payable on December 5, 2025 to the Company’s common stockholders of record as of the close of business on November 21, 2025. The dividend will be paid in cash.
Reworded paragraphs (27)
Previous wording
Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, Software-as-a-Service, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Education Technology, Logistics & Supply Chain, Financial Technology & Services, and SuRo Capital Sports. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies we evaluate.
Current wording
Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies we evaluate.
Previous wording
On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser, thereby allowing for greater transparency to stockholders through robust disclosure regarding our compensation structure. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
Current wording
On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
Previous wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of September 30, 2025 of all of our portfolio investments was $252,195,540.
Current wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of March 31, 2026 of all of our portfolio investments was $388,534,651.
Previous wording
During the nine months ended September 30, 2025, we funded investments in an aggregate amount of $11,552,884 (not including capitalized transaction costs) as shown in the following table:
Current wording
During the three months ended March 31, 2026, we funded investments in an aggregate amount of $5,000,000 (not including capitalized transaction costs) as shown in the following table:
Previous wording
During the nine months ended September 30, 2025, we capitalized fees of $490,070.
Current wording
During the three months ended March 31, 2026, we capitalized fees of $12,250.
Previous wording
During the nine months ended September 30, 2025, we exited or received proceeds from investments in the amount of $49,066,513, net of transaction costs, and realized a net gain on investments of $26,391,459 (including adjustments to amounts held in escrow receivable) as shown in following table:
Current wording
During the three months ended March 31, 2026, we exited or received proceeds from investments in the amount of $1,603,659, net of transaction costs, and realized a net gain on investments of $890,513 as shown in the following table:
Previous wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of September 30, 2024 of all of our portfolio investments was $199,302,778.
Current wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of March 31, 2025 of all of our portfolio investments was $213,577,198.
Previous wording
During the nine months ended September 30, 2024, we funded investments in an aggregate amount of $57,500,344 (not including capitalized transaction costs) as shown in the following table:
Current wording
During the three months ended March 31, 2025, we funded investments in an aggregate amount of $1,303,010 (not including capitalized transaction costs) as shown in the following table:
Previous wording
During the nine months ended September 30, 2024, we capitalized fees of $286,411.
Current wording
During the three months ended March 31, 2025, we capitalized fees of $4,568.
Previous wording
During the nine months ended September 30, 2024, we exited or received proceeds from investments (not including short-term U.S. Treasury bills) in the amount of $14,941,469, net of transaction costs, and realized a net loss on investments of $14,167,198 (including adjustments to amounts held in escrow receivable) as shown in following table:
Current wording
During the three months ended March 31, 2025, we did not exit or receive proceeds from any of our investments, and realized a net loss on investments of $17,951 (including adjustments to amounts held in escrow receivable).
Previous wording
During the nine months ended September 30, 2025, we did not write-off any investments.
Current wording
During the three months ended March 31, 2025, we did not write-off any investments.
Previous wording
Comparison of the three and nine months ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous wording
Operating results for the three and nine months ended September 30, 2025 and 2024 are as follows:
Current wording
Operating results for the three months ended March 31, 2026 and 2025:
Previous wording
Investment income decreased to $459,269 for the three months ended September 30, 2025 from $888,717 for the three months ended September 30, 2024. The net decrease between periods was primarily due to a decrease in interest income received on cash, in addition to no longer receiving interest income from Architect Capital PayJoy SPV, LLC following the redemption of our investment in June 2024, and the cessation of dividend income from CW Opportunity 2 LP. These decreases were offset by an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.
Current wording
Investment income increased to $731,963 for the three months ended March 31, 2026 from $499,094 for the three months ended March 31, 2025. The net increase between periods was primarily due to an increase in interest income received on cash, an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note, and an increase in dividend income from Treehouse Real Estate Investment Trust, Inc. The increases were offset by the cessation of dividend income from CW Opportunity 2 LP during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.
Previous wording
Total operating expenses decreased to $3,914,084 for the three months ended September 30, 2025 from $4,096,590 for the three months ended September 30, 2024. The decrease in operating expense was primarily due to decreases in compensation expense, professional fees, and other expenses. These decreases were partially offset by increases in interest expense and directors’ fees during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.
Current wording
Total operating expenses increased to $4,710,455 for the three months ended March 31, 2026 from $4,160,863 for the three months ended March 31, 2025. The increase in operating expenses was primarily due to increases in compensation expense, professional fees, income tax expense, directors’ fees, and other expenses. These increases were partially offset by a decrease in interest expense during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.
Previous wording
For the three months ended September 30, 2025, we recognized a net investment loss of $3,454,815 compared to a net investment loss of $3,207,873 for the three months ended September 30, 2024. The change between periods resulted from a decrease in total investment income and operating expenses during the three months ended September 30, 2025, relative to the three months ended September 30, 2024.
Current wording
For the three months ended March 31, 2026, we recognized a net investment loss of $3,978,492, compared to a net investment loss of $3,661,769 for the three months ended March 31, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.
Previous wording
For the three months ended September 30, 2025, we recognized a net realized gain on our investments of $5,196,799, compared to a net realized loss of $13,713,512 for the three months ended September 30, 2024. The components of our net realized gains or losses on portfolio investments for the three months ended September 30, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
Current wording
For the three months ended March 31, 2026, we recognized a net realized gain on our investments of $890,513, compared to a net realized loss of $17,951 for the three months ended March 31, 2025. The components of our net realized gains or losses on portfolio investments for the three months ended March 31, 2026 and 2025, excluding short-term U.S. Treasury bills, are reflected in the tables above, under “—Portfolio and Investment Activity.”
Previous wording
For the three months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $5,675,109. For the three months ended September 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $11,614,384. The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended September 30, 2025 and 2024.
Current wording
For the three months ended March 31, 2026, we had a net change in unrealized appreciation/(depreciation) of $158,724,039. For the three months ended March 31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2026 and 2025.
Previous wording
Our liquidity and capital resources are generated primarily from the sales of our investments and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”. On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $39.7 million remain outstanding as of September 30, 2025. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding. For additional information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” below and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of September 30, 2025.
Current wording
Our liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances, and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”. On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $35.8 million remain outstanding as of March 31, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding. For additional information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” below and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2026.
Previous wording
Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the nine months ended September 30, 2025 and 2024, our operating expenses, including interest payments on our debt obligations, were $11,964,411 and $13,530,561, respectively.
Current wording
Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the three months ended March 31, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $4,710,455 and $4,160,863, respectively.
Previous wording
During the nine months ended September 30, 2025, cash increased to $54,587,797 from $20,035,640 at the beginning of the year. The increase in cash was primarily due to the sale of public securities and proceeds from the sale of our common stock. The increase was offset by payment of our operating expenses and interest expense on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029.
Current wording
During the three months ended March 31, 2026, cash decreased to $43,315,750 from $49,034,154 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset by the increase in cash from the sale of public securities and investment income received.
Previous wording
During the three and nine months ended September 30, 2025 and 2024, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of September 30, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2025 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
Current wording
During the three months ended March 31, 2026, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of March 31, 2026, the dollar value of shares that remained available to be purchased under the Share Repurchase Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
Previous wording
During the three and nine months ended September 30, 2025, the Company sold 1,230,984 Shares under the ATM Program. During the three and nine months ended September 30, 2024, the Company did not issue or sell Shares under the ATM Program. As of September 30, 2025, up to approximately $88.0 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Current wording
During the three months ended March 31, 2026 and 2025, we did not issue or sell Shares under the ATM Program. As of March 31, 2026, up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Previous wording
On August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. During the three and nine months ended September 30, 2025, the Company repurchased and retired $0 and $5.0 million, respectively, of aggregate principal amount of the 6.00% Notes due 2026, resulting in the total use of the authorized amount under the Note Repurchase Program.
Current wording
On August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. On October 29, 2025, our Board of Directors approved an extension of the discretionary note repurchase program (the “Note Repurchase Program”), which allows us to repurchase up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2025, the Company repurchased and retired $8.8 million of aggregate principal amount of the 6.00% Notes due 2026. As of March 31, 2026, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $35.8 million.
Previous wording
On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
Current wording
On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029, as Amended and Restated on December 12, 2025 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.
Previous wording
The 6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes Purchase Agreement. Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Note Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as of the close of business on July 21, 2025.
Current wording
Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as of the close of business on July 21, 2025.
Previous wording
So long as we qualify as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. To the extent all our ordinary income and capital gains are timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial statements. See “Note 2—Significant Accounting Policies—U.S. Federal and State Income Taxes” and “Note 9—Income Taxes” to our Consolidated Financial Statements as of September 30, 2025 for more information. The Taxable Subsidiaries included in our Consolidated Financial Statements are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our Consolidated Financial Statements.
Current wording
So long as we qualify as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. To the extent all our ordinary income and capital gains are timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our Condensed Consolidated Financial Statements. See “Note 2—Significant Accounting Policies—U.S. Federal and State Income Taxes” and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information. The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our Condensed Consolidated Financial Statements.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The 6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes Purchase Agreement.
Current report — wording carried from elsewhere
Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the most recent conversion price of $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since July 21, 2025. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, we recognized a net realized gain on our investments of $26,391,459, compared to a net realized loss of $14,167,198 for the nine months ended September 30, 2024. The components of our net realized gains or losses on portfolio investments for the nine months ended September 30, 2025 and 2024, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $53,401,606. For the nine months ended September 30, 2024, we had a net change in unrealized appreciation/(depreciation) of $(13,769,932). The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
On October 29, 2025, our Board of Directors authorized an extension of the Share Repurchase Program until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.
Previous report — wording carried elsewhere
As of November 5, 2025, the dollar value of shares that remained available to be purchased under the Share Repurchase Program was approximately $25.0 million.
Previous report — wording carried elsewhere
6.00% Notes Due 2026 - Note Repurchase Program
Previous report — wording carried elsewhere
On October 29, 2025, our Board of Directors approved an extension of the discretionary note repurchase program (the “Note Repurchase Program”), which allows us to repurchase up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. As of November 5, 2025, the dollar value of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $39.7 million.