Rand Capital (NASDAQ: RAND) outlines BDC income strategy, East stake and 2025 payouts
Rhea-AI Filing Summary
Rand Capital Corporation, a New York-based business development company, describes its strategy of generating current income primarily from higher-yielding private debt, complemented by potential equity upside in lower middle-market companies with more than $10 million in revenue and at least $1.5 million of EBITDA.
East Asset Management owns about 64% of Rand’s common stock, and its affiliate RCM serves as external adviser and administrator under agreements renewed through December 31, 2026. As of December 31, 2025, Rand had 2,969,814 common shares outstanding and no senior securities, following an earlier board decision to reduce the asset coverage requirement for future leverage from 200% to 150%.
To support its regulated investment company tax status, Rand uses wholly owned blocker subsidiaries and maintains diversification and distribution requirements. The board declared four regular quarterly dividends of $0.29 per share and a $0.56 special dividend in 2025, following a $4.20 largely stock-paid dividend declared in 2024.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period from _____ to _______ |
Commission File Number:
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicated by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant as of June 30, 2025 was approximately $
As of March 5, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation’s definitive proxy statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
Table of Contents
RAND CAPITAL CORPORATION
TABLE OF CONTENTS FOR FORM 10-K
PART I |
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Item 1. |
Business |
1 |
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Item 1A. |
Risk Factors |
14 |
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Item 1B. |
Unresolved Staff Comments |
28 |
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Item 1C. |
Cybersecurity |
28 |
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Item 2. |
Properties |
30 |
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Item 3. |
Legal Proceedings |
30 |
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Item 4. |
Mine Safety Disclosures |
30 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
[Reserved] |
35 |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
35 |
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Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
50 |
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Item 8. |
Financial Statements and Supplementary Data |
52 |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
99 |
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Item 9A. |
Controls and Procedures |
99 |
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Item 9B. |
Other Information |
100 |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
101 |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Item 16. |
Form 10-K Summary |
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Table of Contents
PART I
Item 1. Business
Rand Capital Corporation (“Rand”, the “Corporation”, “we”, “us” and “our”) was incorporated under the laws of New York in February 1969. We completed our initial public offering in 1971 and operated as an internally managed, closed-end, management investment company from that time until November 2019.
In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $25 million investment in Rand by East, in the form of cash and contributed portfolio assets, in exchange for approximately 8.3 million shares of Rand common stock. East owns approximately 64% of Rand’s outstanding common stock at December 31, 2025. Concurrent with the Closing, Rand Capital Management, LLC (“RCM”), a registered investment adviser, was retained by Rand as its external investment adviser and administrator (the Closing and the retention of RCM as our investment adviser and administrator are collectively referred to herein as the “Transaction”). The term of the investment advisory and management agreement (the “Investment Management Agreement”) with RCM was extended after approval of its renewal by our Board of Directors (the “Board”) in October 2025 and is currently scheduled to expire on December 31, 2026. In addition, the term of the administration agreement (the “Administration Agreement”) with RCM was extended after approval of its renewal by the Board in October 2025 and is currently scheduled to expire on December 31, 2026. The Investment Management Agreement and Administration Agreement can continue for successive annual periods after December 31, 2026 provided that such continuance is specifically approved at least annually by (i) (A) the affirmative vote of a majority of the Board or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our directors who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of us, RCM or our respective affiliates. Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, if specified benchmarks are met.
In connection with the Closing, we also entered into a shareholder agreement with East (the “Shareholder Agreement”). Pursuant to the terms of the Shareholder Agreement, East has the right to designate two or three persons, depending upon the size of the Board, for nomination for election to the Board. East has the right to designate (i) up to two persons if the size of the Board is composed of fewer than seven directors or (ii) up to three persons if the size of the Board is composed of seven or more directors. East’s right to designate persons for nomination for election to the Board under the Shareholder Agreement is the exclusive means by which East may designate or nominate persons for election to the Board. The Board currently consists of five directors, and Adam S. Gusky and Benjamin E. Godley are East’s designees on the Board.
We currently operate as an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets” and provide managerial assistance to the portfolio companies in which we invest. See Item 1. Business—Regulations.
In this Annual Report on Form 10-K for the year ended December 31, 2025 (this “Annual Report”), unless the context otherwise requires, “Rand”, the “Corporation”, “we”, “us”, and “our” refer to Rand Capital Corporation and its wholly owned subsidiaries.
In connection with the completion of the Transaction, we have shifted to an investment strategy focused on higher yielding debt investments and elected U.S. Federal tax treatment as a regulated investment company (“RIC”).
The Board declared the following dividends during the year ended December 31, 2025:
Quarter |
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Dividend/Share |
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Record Date |
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Payment Date |
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Type |
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1st |
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$ |
0.29 |
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March 14, 2025 |
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March 28, 2025 |
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Quarterly |
2nd |
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$ |
0.29 |
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May 30, 2025 |
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June 13, 2025 |
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Quarterly |
3rd |
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$ |
0.29 |
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August 29, 2025 |
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September 12, 2025 |
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Quarterly |
4th |
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$ |
0.29 |
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December 16, 2025 |
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December 30, 2025 |
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Quarterly |
4th |
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$ |
0.56 |
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December 16, 2025 |
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December 30, 2025 |
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Special |
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The Board declared the following dividends during the year ended December 31, 2024:
Quarter |
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Dividend/Share |
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Record Date |
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Payment Date |
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Type |
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1st |
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$ |
0.25 |
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March 13, 2024 |
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March 29, 2024 |
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Quarterly |
2nd |
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$ |
0.29 |
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May 31, 2024 |
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June 14, 2024 |
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Quarterly |
3rd |
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$ |
0.29 |
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August 30, 2024 |
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September 13, 2024 |
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Quarterly |
4th |
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$ |
4.20 |
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December 16, 2024 |
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January 24, 2025 |
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Quarterly |
On December 5, 2024, the Board declared a dividend of $4.20 per share. The dividend was paid in the aggregate combination of 20% in cash and 80% in newly issued shares of our common stock on January 24, 2025 to shareholders of record as of December 16, 2024.
In order to continue to qualify as a RIC, Rand holds several of its equity investments in wholly-owned subsidiaries that facilitate a tax structure that is advantageous to the RIC election. Rand has the following wholly-owned blocker subsidiaries in place at December 31, 2025: Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. (collectively the “Blocker Corps”). These subsidiaries are consolidated under United States generally accepted accounting principles (“GAAP”) for financial reporting purposes.
On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the U.S. Securities and Exchange Commission (the “SEC”) that superseded all prior co-investment exemptive relief orders issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officers will provide reporting to the Board regarding compliance with such policies and procedures.
Our corporate office is located at 14 Lafayette Square, Suite 1405, Buffalo, NY and our website address is www.randcapital.com. We make available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information as soon as reasonably practicable after such material is filed with the SEC. Our shares are traded on the Nasdaq Capital Market under the symbol “RAND.”
Our Investment Objectives and Strategy
Our investment activities are managed by our external investment adviser, RCM. Our investment objective is to generate current income and, when possible, complement this current income with capital appreciation. As a result, the investments made by Rand during 2025 were, and the investments to be made by Rand in the future are expected to be, made primarily in higher yielding debt instruments.
We have invested in, and expect to continue to invest in, privately held, lower middle market companies with committed and experienced management in a broad variety of industries. We seek to invest in businesses that have sustainable, differentiated and market-proven products and have revenue of greater than $10 million and EBITDA in excess of $1.5 million. We primarily provide funding to companies that need growth or expansion capital or are looking to finance an ownership transition. We typically are a minority investor and work with other lenders, investment partners and sponsors to source and fund investment opportunities.
Going forward, our initial investment in any one portfolio company is expected to be in the range of $2 million to $4 million. The debt instruments we invest in are not expected to be rated by any rating agency and, if they were, would be expected to be below investment grade. Because of the higher risk nature of our investments, we seek board observation or information rights and require a board seat when appropriate.
The maximum size of our investment in any single portfolio company and the diversification of our overall portfolio is subject to compliance with SEC and IRS regulations.
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We may engage in various investment strategies to achieve our investment objectives based on the types of opportunities we discover and the competitive landscape. We expect to focus on current cash yields in order to achieve our income producing goals.
Our Investment Process
RCM’s investment process on behalf of Rand is comprised of the sourcing and qualifying of investment opportunities, evaluating and negotiating the investment instrument and documentation, due diligence of the business plan, operations and prospects of the prospective target and follow-through investment monitoring, follow-on investments and portfolio management.
RCM’s investment team identifies investment opportunities through a network of investment referral relationships. Investment proposals may come to RCM or us from other sources, including unsolicited proposals from companies and referrals from accountants, bankers, lawyers and other members of the financial community. We believe that RCM’s and our reputation and experience in the investment community provide a competitive advantage in originating quality investments.
In a typical private financing, a member of RCM’s investment committee (the “Investment Committee”) will review and analyze the business plan and operations of the potential portfolio company. Additionally, the Investment Committee will familiarize themselves with the portfolio company’s industry and competitive landscape and may conduct reference checks with its customers and suppliers. The Investment Committee will then review the transaction and, if approved, the transaction will be funded by Rand.
Following our initial investment, we may make follow-on investments to take advantage of warrants or other preferential rights granted to us to increase or maintain our position in a promising portfolio company or provide additional funds to allow a portfolio company to fully implement its business plans, develop a new line of business or recover from unexpected business problems. Follow-on investments in a portfolio company are evaluated on an individual basis by RCM’s Investment Committee.
Disposition of Investments
We may exit investments upon the maturity of a debt security or when a liquidity event takes place, such as the sale, recapitalization, or initial public offering of a portfolio company. The method and timing of the disposition of our portfolio investments can be critical to the realization of maximum total return. We generally expect to dispose of our equity securities through private sales of securities to other investors or through the sale or merger of the portfolio company. We anticipate the principal amount of our debt investments will be repaid with interest and we may realize further appreciation from warrants or other equity type instruments received in connection with an investment.
Current Portfolio Companies
For a description of our current portfolio company investments, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Composition of the Investment Portfolio.
Competition
We compete for quality investments with other venture capital firms, individual investors, BDCs, and investment funds (including private equity funds and mezzanine funds). We believe we are able to compete with these entities primarily on the basis of RCM’s and our referral network, RCM’s and our investing reputation and experience, RCM’s responsive and efficient investment analysis and decision-making process, the size of our initial investment, and the investment terms we offer. For information concerning the competitive risks we face, see Item 1A, Risk Factors—RCM, acting as our investment adviser, operates in a competitive market for investment opportunities.
Employees
We do not have any employees. Our operations are managed by RCM, our investment adviser and administrator.
Daniel Penberthy serves as President and Chief Executive Officer of Rand and Margaret Brechtel serves as Executive Vice President, Treasurer, Chief Financial Officer and Secretary of Rand. Daniel Penberthy and Margaret Brechtel also serve as officers of RCM, our investment adviser and administrator.
We reimburse our administrator, RCM, for the allocable portion of overhead and other expenses incurred by it in performing its obligations, on behalf of Rand, under the Administration Agreement. For a more detailed discussion of the administration agreement with RCM, see “Administration Agreement” below.
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Investment Advisory and Management Agreement
RCM serves as our investment adviser (the “Adviser”) under the terms of the Investment Management Agreement. The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser manages the investment and reinvestment of our assets and, without limiting the generality of the foregoing:
The Adviser’s services under the Investment Management Agreement are not exclusive, and it does furnish similar services to other entities and funds. In addition, subject to compliance with the requirements of the 1940 Act, the Adviser is authorized to enter into one or more sub-advisory agreements with other investment advisors (each a “Sub-Adviser”), including for purposes of recommending specific securities or other investments based upon our investment objectives and policies, and working, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or disposition of our investments and monitoring our investments. Under the terms of the Investment Management Agreement, the Adviser, and not us, will be responsible for any compensation payable to any Sub-Adviser. For calendar year 2025, RCM did not use any Sub-Advisers with respect to any investment services provided to Rand.
About the Investment Process of the Adviser
The Adviser’s principal investment portfolio managers are Daniel Penberthy, Scott Barfield and Steven Brannon, who collectively manage the Adviser on a day-to-day basis. All decisions to acquire or dispose of assets on our behalf are made by the Investment Committee. Each decision must be approved by a majority vote of the Investment Committee members.
We believe that the members of the Investment Committee have significant and substantial experience making and managing investments in debt and equity instruments that are consistent with our investment objectives and strategies across market cycles and industries. We believe that the experience and investing acumen of the Investment Committee provides us with a competitive advantage in identifying, originating, investing in and managing a portfolio of investments in lower middle-market companies.
All potential investment opportunities undergo an initial informal review by members of the Investment Committee and each potential investment opportunity that is determined to have merit is then presented and evaluated at Investment Committee meetings in which the members of the Investment Committee discuss the qualities and risks of that potential investment opportunity and the pricing and structure for the investment.
Fees Paid to Adviser
Under the Investment Management Agreement, we pay the Adviser, as compensation for the investment advisory and management services, fees consisting of two components: (i) the Base Management Fee; and (ii) the Incentive Fees.
Base Management Fee
The “Base Management Fee” is an annual rate of 1.50% of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds), determined according to procedures duly adopted by the Board, and is determined based on the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters.
Incentive Fees
The “Incentive Fees” are comprised of two parts: (i) the Income Based Fee and (ii) the Capital Gains Fee.
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Income Based Fee
The “Income Based Fee” is calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding calendar quarter and is payable promptly following the filing of our financial statements for such quarter.
Under the Investment Management Agreement, “Pre-Incentive Fee Net Investment Income” is defined as interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees we receive from portfolio companies) we accrue during the relevant calendar quarter, minus the operating expenses for such calendar quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding any portion of the Incentive Fee).
Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that we have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses, or unrealized capital appreciation or depreciation.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate”, expressed as a rate of return on the value of our net assets at the end of the most recently completed calendar quarter, of 1.75% per quarter (7% annualized). We pay the Adviser an Incentive Fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
However, the Income Based Fee paid to the Adviser shall not be in excess of the Incentive Fee Cap. The “Incentive Fee Cap” for any quarter is an amount equal to (1) 20.0% of the Cumulative Net Return (as defined below) during the relevant Income Based Fee Calculation Period (as defined below) minus (2) the aggregate Income Based Fee that was paid in respect of the calendar quarters included in the relevant Income Based Fee Calculation Period.
For purposes of the calculation of the Income Based Fee, “Income Based Fee Calculation Period” is defined as, with reference to a calendar quarter, the period of time consisting of such calendar quarter and the additional quarters that comprise the eleven calendar quarters immediately preceding such calendar quarter.
For purposes of the calculation of the Income Based Fee, “Cumulative Net Return” is defined as (1) the aggregate net investment income in respect of the relevant Income Based Fee Calculation Period minus (2) any Net Capital Loss, if any, in respect of the relevant Income Based Fee Calculation Period. If, in any quarter, the Incentive Fee Cap is zero or a negative value, we pay no Income Based Fee to the Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Income Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, we pay an Income Based Fee to the Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Income Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, we pay an Income Based Fee to the Adviser equal to the Income Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
For purposes of the calculation of the Income Based Fee, “Net Capital Loss,” in respect of a particular period, means the difference, if positive, between (1) aggregate capital losses, whether realized or unrealized, in such period minus (2) aggregate capital gains, whether realized or unrealized, in such period.
Any Income Based Fee otherwise payable under the Investment Management Agreement with respect to Accrued Unpaid Income (as described below) (such fees being the “Accrued Unpaid Income Based Fees”) shall be deferred, on a security by security
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basis, and shall become payable to RCM only if, as, when and to the extent cash is received in respect of any Accrued Unpaid Income. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Based Fees. For purposes of the Investment Management Agreement, Accrued Unpaid Income is defined as any net investment income that consists of any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Corporation has recognized in accordance with GAAP, but has not yet received in cash. Subsequent payments of Accrued Unpaid Income Based Fees that are deferred as provided for in the Investment Management Agreement shall not reduce the amounts otherwise payable for any quarter as an Income Based Fee.
Capital Gains Fee
The “Capital Gains Fee” is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement). Under the terms of the Investment Management Agreement, the Capital Gains Fee is calculated at the end of each applicable year by subtracting (1) the sum of our cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) our cumulative aggregate realized capital gains, in each case calculated from the effective date of the Prior Investment Management Agreement. If this amount is positive at the end of any calendar year, then the Capital Gains Fee for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee payable for that calendar year. If the Investment Management Agreement is terminated as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Capital Gains Fee.
For purposes of the Capital Gains Fee:
The accreted or amortized cost basis of an investment shall mean, with respect to an investment owned by us as of the effective date of the Prior Investment Management Agreement, the fair value of that investment as set forth in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, as filed with the SEC on November 7, 2019, and, with respect to an investment acquired by us subsequent to the effective date of the Prior Investment Management Agreement or the Investment Management Agreement, the accreted or amortized cost basis of such investment as reflected in our financial statements.
Example 1: Income Based Fee Calculations: *
Alternative 1
Assumptions:
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate(1) = 1.75%
Base Management Fee(2) = 0.375%
Other expenses (legal, accounting, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 0.675%
Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate, therefore there is no Income Based Fee payable for the calendar quarter.
Alternative 2
Assumptions:
Investment income (including interest, dividends, fees, etc.) = 2.70%
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Hurdle rate(1) = 1.75%
Base Management Fee(2) = 0.375%
Other expenses (legal, accounting, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 2.125%
Income Based Fee (subject to “catch up”)(3) = 100.00% × (2.125% – 1.75%) = 0.375%
Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, therefore the Income Based Fee payable for the calendar quarter is 0.375%.
Alternative 3
Assumptions:
Investment income (including interest, dividends, fees, etc.) = 3.50%
Hurdle rate(1) = 1.75%
Base Management Fee(2) = 0.375%
Other expenses (legal, accounting, transfer agent, etc.) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income – (Base Management Fee + other expenses)) = 2.925%
Income Based Fee (subject to “catch up”)(3) = 100.00% × “catch-up” + (20.00% × (Pre-Incentive Fee Net Investment Income above 2.1875%))
Catch-up = 2.1875% – 1.75% = 0.4375%
Income Based Fee = (100.00% × .4375%) + (20.00% × (2.925% – 2.1875%))
= 0.4375% + (20.00% × 0.7375%)
= 0.4375% + 0.1475%
= 0.585%
Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, and fully satisfies the “catch-up” provision, therefore the Income Based Fee payable for the calendar quarter is 0.585%.
* For ease of review, (i) the hypothetical amounts of Pre-Incentive Fee Net Investment Income, investment income, Base Management Fee, other expenses, and Income Based Fee are each expressed as a percentage of total assets, though as described in greater detail above, each of these amounts are calculated as a numerical dollar amount as set forth in the Investment Management Agreement, (ii) the hypothetical amount of the Base Management Fee is assumed to be consistent from quarter to quarter, and (iii) these examples each assume that the Incentive Fee Cap is not yet in effect.
Example 2: Capital Gains Fee Calculations:
Alternative 1
Assumptions:
Year 1: $20.0 million investment made in Company A (“Investment A”), and $30.0 million investment made in Company B (“Investment B”)
Year 2: Investment A sold for $50.0 million and fair market value (“FMV”) of Investment B determined to be $32.0 million
Year 3: FMV of Investment B determined to be $25.0 million
Year 4: Investment B sold for $31.0 million
The Capital Gains Fees, if any, would be calculated as follows:
Year 1: None
Year 2: Capital Gains Fee of $6.0 million — ($30.0 million realized capital gains on sale of Investment A multiplied by 20.0%)
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Year 3: None — $5.0 million (20.0% multiplied by ($30.0 million cumulative capital gains less $5.0 million cumulative capital depreciation)) less $6.0 million (previous Capital Gains Fee paid in Year 2)
Year 4: Capital Gains Fee of $0.2 million — $6.2 million ($31.0 million cumulative realized capital gains multiplied by 20.0%) less $6.0 million (Capital Gains Fee taken in Year 2)
Alternative 2
Assumptions:
Year 1: $20.0 million investment made in Company A (“Investment A”), $30.0 million investment made in Company B (“Investment B”) and $25.0 million investment made in Company C (“Investment C”)
Year 2: Investment A sold for $50.0 million, FMV of Investment B determined to be $25.0 million and FMV of Investment C determined to be $25.0 million
Year 3: FMV of Investment B determined to be $27.0 million and Investment C sold for $30.0 million
Year 4: FMV of Investment B determined to be $35.0 million
Year 5: Investment B sold for $20.0 million
The Capital Gains Fees, if any, would be calculated as follows:
Year 1: None
Year 2: $5.0 million Capital Gains Fee - 20.0% multiplied by $25.0 million ($30.0 million realized capital gains on Investment A less $5.0 million unrealized capital depreciation on Investment B)
Year 3: $1.4 million Capital Gains Fee - $6.4 million (20.0% multiplied by $32.0 million ($35.0 million cumulative realized capital gains less $3.0 million unrealized capital depreciation)) less $5.0 million Capital Gains Fee received in Year 2
Year 4: $0.6 million Capital Gains Fee - $7.0 million (20.0% multiplied by $35.0 million cumulative realized capital gains) less cumulative $6.4 million Capital Gains Fee received in Year 2 and Year 3
Year 5: None — $5.0 million (20.0% multiplied by $25.0 million (cumulative realized capital gains of $35.0 million less realized capital losses of $10.0 million)) less $7.0 million cumulative Capital Gains Fee paid in Year 2, Year 3 and Year 4
Payment of Expenses
Under the terms of Investment Management Agreement, the Adviser pays for all expenses relating to all of its investment professionals and other staff, when and to the extent engaged in providing investment advisory services to us, the compensation of such personnel and the general office and facilities and overhead expenses incurred by the Adviser in maintaining its place of business allocable to these services. We will bear all other costs and expenses of its operations and transactions, related to the Corporation, including those relating to:
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Indemnification under the Investment Management Agreement
The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the “Indemnified Parties”), are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of us or our security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Investment Management Agreement or otherwise as an investment adviser.
Duration and Termination
The Investment Management Agreement was executed on December 31, 2020 and had an initial term of two years after this date. Our Board approved the Investment Management Agreement on October 29, 2020, and it was approved by our shareholders at the Special Meeting of Shareholders held on December 16, 2020. Thereafter, the Investment Management Agreement will continue to renew for successive annual periods so long as such continuance is specifically approved at least annually by:
On October 22, 2025, our Board, including all four independent directors, approved the renewal of the Investment Management Agreement for a period of twelve months commencing December 31, 2025 and ending on December 31, 2026.
The Investment Management Agreement may be terminated at any time, without the payment of any penalty, upon sixty days’ written notice, by: (a) vote of a majority of the Board or by vote of a majority of the outstanding voting securities of Rand (as defined in the 1940 Act); or (b) the Adviser. Furthermore, the Investment Management Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). See Item 1A, Risk Factors—RCM has the right to resign on 60 days’ written notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could materially adversely affect our financial condition, business and results of operations.
Notwithstanding the termination or expiration of the Investment Management Agreement, the Adviser will be entitled to any amounts owed as payment of the Base Management Fees and the Incentive Fees through the date of termination or expiration.
Administration Agreement
In connection with the Closing, we entered into an administration agreement (the “Prior Administration Agreement”) with the Adviser, and on December 31, 2020, concurrent with the execution of the Investment Management Agreement, we entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser agreed to perform (or oversee, or arrange for, the performance of) the administrative services necessary for our operations, including, but not limited to, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on our behalf, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser makes reports to our Board regarding the performance of its obligations under the Administration Agreement and furnishes advice and recommendations with respect to such other aspects of our business and affairs as it determines to be desirable.
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The Adviser is responsible for our financial and other records that are required to be maintained and prepares all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders. In addition, the Adviser assists us in determining and publishing our NAV, overseeing the preparation and filing of our tax returns, and the preparation and dissemination of reports to shareholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Adviser provides, on our behalf, significant managerial assistance to those portfolio companies to which we are required to provide such assistance.
In full consideration of the provision of the services of the Adviser, we reimburse the Adviser for the costs and expenses incurred by the Adviser in performing its obligations and providing personnel and facilities. Costs and expenses to be paid by us include those relating to: organization; calculating NAV (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance our investments; offerings of our common stock and other securities; investment advisory and management fees (other than fees (if any) payable to a Sub-Adviser retained by the Adviser under the Investment Management Agreement); administration fees; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing of our common stock on any securities exchange; federal, state, local and other taxes; directors’ fees and expenses; costs of preparing and filing reports or other documents required by governmental bodies (including the SEC); costs of any reports, proxy statements or other notices to shareholders, including printing costs; our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including independent auditors and outside legal costs; and all other expenses incurred by us or the Adviser in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the Adviser’s overhead in performing its obligations under the Administration Agreement, and our allocable portion of the cost of the chief financial officer and chief compliance officer and their respective staffs (including travel expenses).
The Administration Agreement was executed on December 31, 2020, the same date as the Investment Management Agreement, and had an initial term of two years after that date, and thereafter will continue for successive annual periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the independent directors. On October 22, 2025, our Board, including all four independent directors, approved the renewal of the Administration Agreement for a period of twelve months commencing December 31, 2025 and ending on December 31, 2026. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of our directors, or by the Adviser, upon 60 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Regulations
The following discussion is a general summary of the material laws and regulations governing BDCs. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.
We have elected to be regulated as a BDC under the 1940 Act. Although the 1940 Act exempts a BDC from registration under the 1940 Act as a registered investment company, the 1940 Act contains significant limitations and affirmative obligations on the operations of BDCs. Among other things, the 1940 Act contains prohibitions and restrictions relating to transactions between a BDC and its affiliates, principal underwriters and affiliates of its affiliates or underwriters. The 1940 Act also prohibits a BDC from changing the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless so authorized by a vote of the holders of a majority of its outstanding voting securities. BDCs are not required to maintain fundamental investment policies relating to diversification and concentration of investments within a single industry. More specifically, in order to qualify as a BDC, a company must:
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As a BDC, we are required under the 1940 Act, with certain limited exceptions, to meet an asset coverage ratio computed as the value of the Corporation’s total assets (less total liabilities other than senior securities) to total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, in order to incur borrowings and issue debt securities. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.
On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, our asset coverage requirement under the 1940 Act for senior securities was changed from 200% to 150%, effective January 24, 2025. We monitor our compliance with this coverage ratio on a regular basis.
As of December 31, 2025, we had no senior securities outstanding and, as a result, our asset coverage ratio for senior securities as of December 31, 2025 is incalculable. As of December 31, 2024, our asset coverage ratio, as computed in accordance with the 1940 Act, was substantially in excess of 150%.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of their total assets. Generally, an eligible portfolio company includes (i) a private domestic operating company, (ii) a public domestic operating company whose securities are not listed on the New York Stock Exchange, the Nasdaq Stock Market or another national securities exchange or (iii) a public domestic operating company whose securities are listed on the New York Stock Exchange, the Nasdaq Stock Market or another national securities exchange so long as the aggregate market value for the voting and non-voting outstanding common equity of such company is less than $250 million. In addition, any small business investment company that is licensed by the SBA and is a wholly owned subsidiary of a BDC is an eligible portfolio company.
Qualifying assets include:
The 1940 Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in order for the securities to be considered qualifying assets.
A BDC is permitted to invest in the securities of public companies and other investments that are not qualifying assets, but those non-qualifying investments may not exceed 30% of the BDC’s total asset value at the time of the investment. At December 31, 2025, we believe we were in compliance with this rule.
Managerial Assistance to Portfolio Companies
In order to count portfolio securities as qualifying assets for purposes of the 70% test discussed above, a BDC must either control the issuer of the securities or must offer to make available significant managerial assistance; except that, where the BDC purchases the securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or external adviser, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. At December 31, 2025, we believe we were in compliance with this rule.
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Taxation as a Regulated Investment Company
The Corporation elected U.S. federal tax treatment as a regulated investment company (“RIC”) as of January 1, 2020 under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), on our U.S. federal income tax return for the 2020 tax year. In order to qualify to make the RIC election, we, among other things, distributed our previously undistributed “accumulated earnings and profits” to shareholders, through the special dividend paid to shareholders in May 2020. RIC qualifications also require meeting specified source-of-income and asset-diversification requirements. In addition, in order to maintain our RIC status, we must distribute to our shareholders, with respect of each taxable year, dividends for U.S. federal income tax purposes in an amount generally at least equal to 90% of our “investment company taxable income,” which is generally equal to the sum of our net ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses, determined without regard to any deduction for distributions paid (the “Annual Distribution Requirement”). As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our shareholders. Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes. Additionally, we will be subject to U.S. federal income tax at the regular corporate rates on any income earned on certain investments that need to remain in a taxable subsidiary in order to maintain RIC status.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of:
In order to maintain qualification as a RIC for U.S. federal income tax purposes going forward, we must, among other things:
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that have original issue discount (“OID”) or debt instruments with payment-in-kind (“PIK”) interest, we must include in income, each year, a portion of this non-cash income that accrues over the life of the obligation, regardless of whether cash is received by us in that taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because any OID income or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash.
Under the 1940 Act, we are not permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. If we are prohibited to make distributions, we may fail to qualify for tax treatment as a RIC and become subject to tax as an ordinary corporation.
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As long as we qualify for taxation as a RIC, distributions out of our earnings and profits to shareholders generally will be taxable to shareholders for U.S. federal income tax purposes, either as ordinary income or capital gains, depending upon the nature of the income giving rise to the distribution. The tax consequences to a shareholder attributable to the acquisition, ownership, and disposition of our common stock, are complex and will depend on the facts of the shareholder’s unique circumstances. Shareholders are urged to consult their legal and tax advisers with respect to their unique circumstances.
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Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. In addition to the other information contained in this Annual Report, including the financial statements and related notes contained in Part II, Item 8, Financial Statements and Supplementary Data, and the discussion in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report, the following information should be carefully considered before making an investment in our common stock. The risk factors described below are the principal risk factors associated with an investment in our securities, as well as those factors generally associated with a business development company with investment objectives, investment policies, capital structure or trading markets similar to ours. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV and the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock.
We have listed below the risk factors applicable to us grouped into the following categories: Risks Related to our Business and Structure, Risks Related to our Investments, Risks Related to our Indebtedness, Risks Related to our Common Stock and Risks Related to U.S. Federal Income Tax.
Risks Related to our Business and Structure
We are dependent upon RCM for our future success.
Our day-to-day investment operations are managed by our investment adviser and administrator, RCM, pursuant to the terms of the Investment Management Agreement and Administration Agreement and subject to oversight by our Board. We have no employees, and, as a result, RCM’s investment team evaluates, negotiates, structures, closes and monitors our investments. We depend on the diligence, skill, investment expertise and network of business contacts of RCM’s investment professionals and the Investment Committee to source appropriate investments for us. We also depend on members of RCM’s investment team and the Investment Committee to analyze potential investments for us and monitor those investments and on members of the Investment Committee to make investment decisions for us. Our future success depends on the continued availability of members of RCM’s investment team and the Investment Committee and the other investment professionals available to RCM. The Corporation does not have any employment agreements with key personnel of RCM, including members of the Investment Committee, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with RCM. In addition, we do not expect that members of RCM's investment team and the Investment Committee will devote all of their business time to our operations, and, as a result, these persons will have other demands on their time as a result of their other business activities and obligations. Therefore, RCM may need to hire, train, supervise and manage new investment professionals to participate in our investment selection and monitoring process and may not be able to find suitable investment professionals in a timely manner or at all. The loss of investment professionals that RCM currently has access to, or the loss of members of the Investment Committee, could have a material adverse effect on our ability to achieve our investment objectives as well as on our financial condition and results of operations.
Our financial results will depend on RCM’s skill to manage and deploy capital effectively.
Our ability to meet our investment objective of generating current income primarily through debt investments and, when possible, complementing this current income with capital appreciation primarily through equity investments depends on RCM’s capability to effectively identify, invest, and manage our capital.
Accomplishing this investment objective effectively and on a cost-effective basis will be based on RCM’s handling of the investment process, including its ability to continue to find investments that offer favorable terms and meet our investment objective, and its ability to provide competent, attentive and efficient services to us. RCM will also need to continue to monitor our portfolio companies’ performance, and has been in the past, and may continue to be, called upon to provide managerial assistance. These competing demands on RCM’s time may slow the rate of investment or negatively impact the effective deployment of capital.
Even if RCM is able to grow and build on our investment portfolio, any failure by RCM to manage the growth of our portfolio effectively could have a material adverse effect on our business, financial condition, results of operations and investment prospects. RCM’s inability to successfully manage our investment portfolio or implement our investment objectives could negatively impact our results of operation and financial condition.
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We depend to a significant extent on strong referral relationships. Any inability of RCM to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could materially adversely affect our business.
We depend on RCM to maintain its referral relationships in order to identify investment opportunities for us. Investment proposals may come to RCM or us from other sources, including unsolicited proposals from companies and referrals from accountants, bankers, lawyers and other members of the financial community, and we expect to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If RCM fails to maintain these existing relationships, or if it fails to develop new relationships with other sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom RCM has relationships are not obligated to provide us with investment opportunities, and we can offer no assurance that these relationships will generate investment opportunities for us in the future. See more information below under the risk factor “—There are potential conflicts of interest, including the management of other investment funds and accounts by the principals and certain members of the Investment Committee of RCM, which could negatively impact our investment returns.” The failure of RCM to maintain existing relationships, grow new relationships, or for any of those relationships to generate investment opportunities could have a material adverse effect on our business, financial condition and results of operations.
We are subject to risks created by our highly regulated environment.
We are regulated by the SEC as a BDC and subject to the requirements applicable to BDCs under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs and their external advisers. Changes in the laws or regulations that govern BDCs could significantly affect our business. Regulations and laws may be changed periodically, and the interpretations of the relevant regulations and laws are also subject to change. Any change in the regulations and laws governing our business could have a material adverse impact on our financial condition and our results of operations. Moreover, the laws and regulations that govern BDCs may place conflicting demands on the manner in which we operate, and the resolution of those conflicts may restrict or otherwise materially adversely affect our operations. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.
The 1940 Act permits us to issue senior securities, which include borrowing money from banks or other financial institutions, in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities, subject to certain disclosure requirements. On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements for senior securities were changed from 200% to 150%, effective January 24, 2025. If our asset coverage is not at least 150%, we are not permitted to pay distributions or issue additional senior securities. As a result, and if we are unable to comply with our asset coverage requirement under the 1940 Act, we could have difficulty meeting the distribution requirements necessary to maintain RIC tax treatment. Moreover, if the value of our assets declines, we may also be unable to satisfy this asset coverage test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when we may be unable to do so or unable to do so on favorable terms.
Political and regulatory conditions that contribute to uncertainty and market volatility could materially adversely impact our business operations and financial performance and business and financial performance of our portfolio companies.
The political and economic environment in the U.S. has resulted in, and is expected to continue to result in, an uncertain business climate. Changing economic and regulatory policies under the current Presidential administration could negatively impact our regulatory and compliance costs, our future revenues and the performance of our portfolio companies, all of which could materially adversely affect our business, financial condition and results of operations. Failure to adapt to or comply with evolving regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation and ability to do business with certain partners. Changes in federal economic policy under the Trump administration and regulatory agencies have occurred, and may continue to occur, which could lead to changes involving the level of oversight and focus on our industry and the industries in which our portfolio companies operate. For example, existing or new tariffs imposed on foreign goods imported by the U.S. or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could adversely affect their results of operations. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies. Any future changes in federal and state laws and regulations, as well as the interpretation and implementation of such laws and regulations, could affect us and our portfolio companies in substantial and unpredictable ways. In addition, over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. Increased regulation of non-bank lending could be materially adverse to our business, financial conditions and result of operations.
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At this time, it is unclear what laws, regulations and policies may change and whether future changes or uncertainty surrounding future changes will materially adversely affect our operating environment and therefore our business, the business of our portfolio companies, our financial condition and results of operations.
We are subject to risks created by the valuation of our portfolio investments.
At December 31, 2025, all of our investments are in private securities that are not publicly traded. There is typically no public market for securities of the small privately-held companies in which we typically invest. Our investments are valued by RCM on a quarterly basis in good faith and in accordance with our established valuation policy and are stated at fair value and approved by our Board. The inputs into the determination of fair value of these investments may require significant judgment or estimation. In the absence of a readily ascertainable market value, the estimated value of our investment portfolio may differ significantly, favorably or unfavorably, from the values that would be placed on the portfolio if a ready market for the securities existed and may fluctuate significantly over short periods of time.
Any changes in estimated value of our investments are recorded in our consolidated statement of operations as “Net change in unrealized appreciation/depreciation on investments.” In addition, the participation of RCM’s investment professionals in our valuation process may result in a conflict of interest, as RCM’s Base Management Fee under the Investment Management Agreement is based, in part, on the value of our gross assets, and the Incentive Fees payable under the Investment Management Agreement are based, in part, on realized gains and realized and unrealized losses. See more information below under the risk factor “—RCM and its affiliates, including some of our officers and directors, face conflicts of interest caused by compensation arrangements with us, which could result in actions that are not in the best interests of our shareholders.”
RCM, acting as our investment adviser, operates in a competitive market for investment opportunities.
RCM faces significant competition in effecting investing activities on our behalf from many entities, including private venture capital funds, other providers of private credit, investment affiliates of large companies, wealthy individuals and other domestic or foreign investors. The competition is not limited to entities that operate in the same general geographical areas as we do. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors have a lower cost of capital and access to funding sources that are not available to us, including from the Small Business Administration. In addition, increased competition for attractive investment opportunities allows debtors to demand more favorable terms and offer fewer contractual protections to creditors. Some of our competitors have higher risk tolerances or different risk assessments than we do. These characteristics have allowed, and could continue to allow, our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we choose to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. As a regulated BDC, we are also required to disclose quarterly and annually the name and business description of our portfolio companies and the value of their portfolio securities. Most of our competitors are not subject to this public disclosure requirement or similar types of disclosure requirements. This obligation to disclose this information could hinder RCM’s ability to invest in potential portfolio companies on our behalf. Additionally, other regulations, current and future, may make us less attractive as a potential investor to a given portfolio company than a private fund that is not subject to these regulations.
There are potential conflicts of interest, including the management of other investment funds and accounts by the principals and certain members of the Investment Committee of RCM, which could negatively impact our investment returns.
The principals and certain members of the Investment Committee of RCM manage other funds and accounts, including for entities affiliated with members of the Investment Committee. Accordingly, they have obligations to those investors, the fulfillment of which may not be in the best interests of, or may be adverse to the interests of, us or our shareholders. Although the principals, members of the Investment Committee and other professional staff of RCM are expected to devote as much time to our management as appropriate to enable RCM to perform its duties in accordance with the Investment Management Agreement, the members of the Investment Committee and other investment professionals of RCM may have conflicts in allocating their time and services among RCM, on the one hand, and the other managed investment vehicles, on the other hand.
RCM, including members of its Investment Committee, may face conflicts in allocating investment opportunities between us and other investment vehicles affiliated with members of the Investment Committee that have overlapping investment objectives with ours. Although RCM, including members of the Investment Committee, and its affiliates that manage other investment portfolios will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its written allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by RCM or members of the Investment Committee given the requirements or application of such allocation policies and procedures or if such investment is prohibited by laws that are applicable to us.
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RCM and its affiliates, including some of our officers and directors, face conflicts of interest caused by compensation arrangements with us, which could result in actions that are not in the best interests of our shareholders.
RCM and its affiliates receive fees from us in return for their services, including certain incentive fees based on the performance of our investments. These fees could influence the investment advice provided to us. Generally, the greater the risk assumed by us with respect to our investments, the greater the potential for growth in our assets and profits, and, correlatively, the fees payable by us to RCM under the terms of the Investment Management Agreement. These compensation arrangements could affect RCM or its affiliates’ judgment with respect to investments made on our behalf, which could adversely impact our financial condition and results of operations.
Our ability to enter into transactions with our affiliates is restricted.
We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of the “required majority” of our directors as defined in Section 57(o) of the 1940 Act and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we will generally be prohibited from buying from, or selling to, such affiliate any securities, absent the prior approval of the “required majority” of our directors as defined in Section 57(o) of the 1940 Act. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, including other funds or clients advised by RCM or its affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, or is otherwise deemed to control, be controlled by, or be under common control with us, we will be prohibited from buying from, or selling to, such person or certain of that person’s affiliates any securities, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. For example, given East’s approximately 64% ownership position in our common stock, this prohibition impacts our ability to participate in certain transactions or investments where East is involved, including with respect to certain of the loans and other securities that were contributed to us by East as part of the consideration for East’s purchase of our common stock in the Transaction, to the extent such loans and other securities are also held by East or another one of our affiliates. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates or anyone who is under common control with us. As a result of these restrictions, we may also be prohibited from buying securities from, or selling securities to, any portfolio company that is controlled by a fund managed by either RCM or its affiliates without the prior approval of the SEC, which may limit the scope of investment or disposition opportunities that would otherwise be available to us. The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.
On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the SEC that superseded all prior co-investment exemptive relief orders issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officers will provide reporting to the Board regarding compliance with such policies and procedures.
In situations where co-investment with funds managed by RCM or its affiliates is not permitted under the 1940 Act and related rules, existing or future SEC staff guidance, or the terms and conditions of the exemptive relief granted to us by the SEC, RCM and its affiliates will need to decide which client or clients (including us) will proceed with the investment. Generally, we will not be entitled to make a co-investment in these circumstances and, to the extent that a client (other than us) is granted the opportunity to proceed with the investment, we will not be permitted to participate in the investment we otherwise may have made.
RCM may be paid incentive compensation even if we incur a net loss, and we cannot recover any portion of the incentive fee previously paid.
RCM is entitled to incentive compensation under our Investment Management Agreement for each fiscal quarter under the Income Based Fee in an amount equal to a percentage of our pre-incentive fee net investment income, subject to a hurdle rate, a catch-up provision, a cap and a deferral mechanism. For purposes of calculating the Income Based Fee, our pre-incentive fee net investment income excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss for that quarter. Thus, we may be required to pay RCM incentive compensation under the Income Based Fee for a fiscal quarter
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even if we incur a net loss for that quarter. In addition, if we pay the Capital Gains Fee and thereafter experience additional realized capital losses or unrealized capital losses, we will not be able to recover any portion of the incentive fee previously paid.
RCM’s liability is limited under the Investment Management Agreement and the Administration Agreement, and we are required to indemnify RCM against certain liabilities, which may lead RCM to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Investment Management Agreement and the Administration Agreement, RCM does not assume any responsibility to us other than to render the services described in the Investment Management Agreement and Administration Agreement, as applicable, and it is not responsible for any action of our Board in declining to follow RCM’s advice or recommendations. Pursuant to the Investment Management Agreement and the Administration Agreement, RCM, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them are not liable to us for their acts under the Investment Management Agreement and Administration Agreement, as applicable, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect RCM, its members and their respective officers, managers, partners, agents, employees, controlling persons and any other person affiliated with any of them with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of RCM’s duties or obligations under the Investment Management Agreement or Administration Agreement, as applicable, or otherwise as investment adviser or administrator, as applicable, for us, and not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the Investment Management Agreement or the Administration Agreement. These protections may lead RCM to act in a riskier manner when acting on our behalf than it would when acting for its own account.
RCM has the right to resign on 60 days’ written notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could materially adversely affect our financial condition, business and results of operations.
RCM has the right, under both the Investment Management Agreement and the Administration Agreement, to resign at any time upon not less than 60 days’ written notice, regardless of whether we have found a replacement. If RCM resigns, we may not be able to find a new investment adviser or administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations are likely to be adversely affected and the market price of our common stock may decline. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objectives may result in additional costs and time delays that may materially adversely affect us.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to maintain our qualification as a BDC or be precluded from investing according to our current business strategy.
As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets.
We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe to be attractive investments if those investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times to comply with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act, which would significantly decrease our operating flexibility.
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The fee structure under the Investment Management Agreement may induce RCM to pursue investments and incur leverage that may not be in the best interests of the shareholders.
Under the terms of the Investment Management Agreement, the Base Management Fee is payable even if the value of our investment portfolio declines. The Base Management Fee is calculated based on the total assets (other than cash or cash equivalents but including assets purchased with borrowed funds), as determined according to procedures duly adopted by the Board. Accordingly, the Base Management Fee is payable regardless of whether the value of Rand’s total assets or investment portfolio has decreased during the then-current quarter and creates an incentive for RCM to incur leverage, such as borrowings under our Credit Facility, which may not be consistent with our shareholders’ interests.
The Incentive Fee payable to RCM is calculated based on a percentage of our return on invested capital. The terms of the Incentive Fee calculation may create an incentive for RCM to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. Unlike the Base Management Fee, the Income Based Fee is payable only if the hurdle rate is achieved. Because the portfolio earns investment income on gross assets while the hurdle rate is based on net assets, and because the use of leverage, such as borrowings under our Credit Facility, increases gross assets without any corresponding increase in net assets, RCM may be incentivized to incur leverage to grow the portfolio, which will tend to enhance returns where our portfolio has positive returns and increase the chances that the hurdle rate is achieved. Conversely, the use of leverage may increase losses where our portfolio has negative returns, which would impair the value of our common stock.
In addition, RCM receives the Incentive Fees based, in part, upon net capital gains realized on our investments under the Capital Gains Fee. Unlike the Income Based Fee, there is no hurdle rate applicable to the Capital Gains Fee. As a result, RCM may have an incentive to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative equity securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
We may need to raise additional capital to grow.
We may need additional capital to fund new investments and grow. We may access the capital markets periodically to issue equity or debt securities as a means to raise additional capital. Pursuant to the restrictions of the 1940 Act, we are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock at a price below the then-current net asset value of our common stock if our Board determines that such sale is in the best interests of the Corporation, and our shareholders also approve the sale, giving us the authority to do so. Although we currently do not have such authorization, we may seek such authorization in the future. In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders to maintain our RIC election. As a result, our earnings may not be able to be retained by the Corporation to fund new investments and, instead, may need to be distributed to shareholders.
In addition to amounts available to be borrowed under our Credit Facility, we may also issue debt securities or borrow additional amounts from financial institutions in order to obtain additional capital, up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue debt securities or incur indebtedness only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% immediately after such issuance or incurrence. Unfavorable economic conditions could increase our funding costs and limit our access to the capital markets or result in a decision by lenders not to extend credit to us. Furthermore, the debt capital that may be available to us in the future, if any is available at all, may be at a higher cost and on less favorable terms and conditions. A reduction in the availability of new capital could limit our ability to grow.
If we are unable to access the capital markets or if we are unable to borrow from financial institutions on terms acceptable to us, we may be unable to grow our business and execute our business strategy fully, and our earnings, if any, could decrease, which could have a material adverse effect on the value of our common stock.
We are subject to cybersecurity risks and incidents that may materially adversely affect our operations, the operations of RCM or the companies in which we invest. A failure in our, or RCM’s, cybersecurity systems could impair our ability to conduct business and damage our business relationships, compromise or corrupt our confidential information and ultimately materially adversely impact our business, financial condition and operating results.
Our and RCM’s operations are dependent on secure information technology systems for data processing, storage and reporting. Increased cybersecurity vulnerabilities, threats and more sophisticated and targeted cyber-attacks pose a risk to the security of our and RCM’s information and the information of our portfolio companies. Like other companies, we or RCM may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information stored in, or
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transmitted through, our or RCM’s computer systems and networks, or otherwise cause interruptions or malfunctions in our or RCM’s operations, which could result in damage to our or RCM’s reputation, financial losses, litigation, increased costs or regulatory penalties. Furthermore, if one of these events were to occur at one of our portfolio companies, it could materially adversely impact their business, financial condition and results of operations, which could have a corresponding negative impact on our investment. In addition, these cyber-attacks could affect our and RCM’s computer network, our website or our other service providers (such as, but not limited to, accountants, lawyers, transfer agents and our third-party IT service provider) and could result in operating disruptions or information misappropriation, which could have a material adverse effect on our business operations and the integrity and availability of our financial information. We and RCM have attempted to mitigate these cybersecurity risks by employing a number of processes, procedures and internal controls within our organization and RCM, but we remain potentially vulnerable to additional known and unknown threats. For more information regarding how we oversee, assess and manage cybersecurity risks, see Item 1C—Cybersecurity.
We may experience fluctuations in our annual and quarterly results.
We could experience fluctuations in our annual and quarterly operating results due to a number of factors, some of which are beyond our control, including RCM’s ability or inability to make investments in companies that meet our investment criteria, RCM’s transition of our portfolio to include more interest-yielding securities, the interest rate payable on the debt securities acquired and the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses and the timing of RCM’s decision to exit from certain of our investments, the degree to which we encounter competition in the markets in which we operate and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future quarters or any future fiscal years.
We are subject to risks related to corporate social responsibility.
Our business and the businesses of our portfolio companies face increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our reputation if we fail to act responsibly in several areas, such as environmental stewardship, support for local communities, corporate governance and transparency, and having RCM consider ESG factors in their investment processes on our behalf. Failure to act responsibly with respect to ESG activities could negatively impact our reputation, our relationship with existing and future portfolio companies, and our relationships with our investors, all of which could materially adversely affect our business and results of operations. Additionally, regulatory initiatives related to ESG could materially adversely affect our business and the businesses of our portfolio companies. Laws and regulations increase our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and materially adversely affect our results of operation.
We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which could have a material adverse effect on our business and the market price of our stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of our internal control over financial reporting, and a report of management is included under Item 9A of this Annual Report on Form 10-K. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As discussed in Part II, Item 9A, “Controls and Procedures,” our management (i) identified a material weakness in internal control over financial reporting related to deficiencies in the design and implementation of controls over accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls and (ii) concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to this material weakness.
This material weakness did not result in any misstatements in our consolidated financial statements for 2025 included in this Annual Report on Form 10-K or a need for any changes to, or a restatement of, any previously filed financial statements. While this material weakness did not result in any material misstatements, a material weakness by definition creates a reasonable possibility that a material misstatement could occur and not be prevented or detected on a timely basis.
We have commenced a plan of remediation to remedy the material weakness. Remediation efforts include enhancing the design of controls over the preparation and review of the Corporation’s accounting for income taxes, increasing the level and amount of management review, and evaluating the need for additional tax expertise and supporting documentation. However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting. Our
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failure to address any control deficiency could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, effective internal control over financial reporting is important to the reliability of financial reporting and the prevention of errors or irregularities. Accordingly, if the material weakness is not remediated, our business, financial condition, results of operations, and the trading price of our shares of common stock could be material and adversely affected.
Risks Related to our Investments
We have a limited number of companies in our portfolio of investments, and we may be subjected to greater risk if any of these companies perform poorly, go out of business or default on their repayment obligations under any of their debt instruments.
Our portfolio investment values are concentrated in a small number of companies and as such, we may experience a significant loss in our net asset value if one or more of these companies performs poorly, goes out of business or defaults on its repayment obligations under its debt instruments. As our portfolio is less diversified than the portfolios of some larger funds, we are more susceptible to failure if a single loan fails. As a result, if a significant loan fails to perform as expected, our business, financial condition, results of operation and cash flows could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies. Similarly, the aggregate returns we realize may be materially adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. The unrealized or realized depreciation in the value of the securities of any one of these companies would negatively impact our NAV.
The lack of liquidity in our investments may materially adversely affect our business.
RCM invests on our behalf, and is expected to continue to invest on our behalf, primarily in portfolio companies whose securities are not publicly traded and may be subject to restrictions on resale, and as a result our investments are expected to be less liquid than publicly traded securities. Most of our investments are, and are expected to continue to be, either equity securities or debt securities acquired directly from small, private companies. The illiquidity of most of our portfolio may materially adversely affect our ability to dispose of the securities at times when it may be advantageous for us to liquidate investments. In addition, we may not realize the full value of these private investments if we have to liquidate all or a part of our portfolio investment quickly, given the lack of available markets for their sale.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we generally are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies and compliance with the RIC tax regulations. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements we must meet to maintain our RIC election, we do not have fixed guidelines for portfolio diversification, and our investments could be concentrated in relatively few portfolio companies or industries, which may subject us to greater risk.
Economic downturns or recessions may materially adversely affect our portfolio companies’ financial performance and therefore harm our operating results.
The United States economy has periodically experienced periods of instability and recessions, and the financial results of the smaller companies in which we invest could be more acutely affected negatively by this instability and suffer deterioration in operational or financial results. Many of our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Economic slowdowns or recessions could also lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
Investing in private companies involves a high degree of risk.
We have in the past invested, and expect to continue to invest in the future, a substantial portion of our assets in small private companies. These private businesses may be thinly capitalized, unproven companies with risky technologies, products or services,
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may lack management depth, and may not have attained profitability. Because of the speculative nature and the lack of a public market for these investments, there is significantly greater risk of loss than is the case with securities traded publicly. We expect that some of our investments will become worthless and that some will appear likely to become successful but will never realize their potential. We have historically been risk seeking rather than risk averse in our approach to our investments. Given the incentive compensation components of our arrangement with RCM under the Investment Management Agreement, including the Capital Gains Fee, RCM may be incentivized to be risk seeking rather than risk averse in making its investment decisions on our behalf. See “—Risks Related to our Business and Structure—The fee structure under the Investment Management Agreement may induce RCM to pursue investments and incur leverage, which may not be in the best interests of the shareholders.”
Even if our portfolio companies can develop commercially viable technologies, products or services, the market for those new technologies, products and services is likely to be highly competitive and rapidly changing. Commercial success is difficult to predict, and the marketing and other efforts of our portfolio companies may not be successful, which could have a material adverse effect on our business, financial condition and results of operations.
Any unrealized losses we experience in our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at fair value as determined in good faith by our Board. Decreases in the fair values of our investments are recorded as unrealized depreciation. Any unrealized losses in our portfolio of debt investments could be an indication of a portfolio company’s inability to meet its debt repayment obligations to us with respect to the affected investments. Any unrealized losses in our portfolio of equity investments could be an indication of operating or other problems at a portfolio company and the possibility that this investment may become worthless in the future. In either such case, this could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.
We may be subject to risks associated with our origination of, or investment in, covenant-lite loans to our portfolio companies.
We have originated or invested in, and may in the future originate or invest in, covenant-lite loans to our portfolio companies, which means the loan agreement or other debt instrument governing these debt obligations contains fewer maintenance covenants than other loan agreements or debt obligations, or no maintenance covenants, and may not include covenants that we could use to monitor the financial performance of the portfolio company borrower, including covenants based upon compliance with financial ratios, and declare a default under the loan agreement or other debt instrument if the specified covenants are breached. While these loans or other debt obligations to portfolio company borrowers may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made to the same portfolio company borrower as it does not require this borrower to provide affirmation that certain specific financial tests have been satisfied on a routine basis, as is generally required under a covenant-heavy loan agreement or other debt instrument. Generally, covenant-lite loans or other debt instruments provide borrowers more freedom, which may negatively impact lenders because these covenants, if any, tend to be occurrence-based, meaning they are only tested and can only be breached following an affirmative action of the borrower, rather than by deterioration in the borrower’s financial condition. Should the financial condition of a portfolio company borrower begin to deteriorate, our investment in or origination of covenant-lite loans or other debt instruments to that portfolio company borrower may potentially reduce our ability to restructure the problematic loan and mitigate potential loss. As a result of our investment in or origination of covenant-lite loans, our exposure to losses may be increased, which could have a material adverse impact on the Corporation’s revenues, net income and NAV per share.
We provide debt and equity capital primarily to small companies that are not publicly traded, which may present a greater risk of loss than providing debt and equity capital to larger companies.
Our portfolio consists primarily of debt and equity investments in small companies that are not publicly traded. Compared to larger companies, small companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand, compete and operate their business. They also typically have fewer administrative resources, which can lead to greater uncertainty in their ability to generate accurate and reliable financial data, including their ability to deliver audited financial statements. In addition, many small companies may be unable to obtain financing from the public capital markets or other traditional sources, such as commercial banks, in part because loans made to these types of companies entail higher risks than loans made to companies that have larger businesses, greater financial resources or are otherwise able to access traditional credit sources on more attractive terms.
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A variety of factors may affect the ability of borrowers to make scheduled payments on debt securities or loans, including failure to satisfy financial targets and covenants, a downturn in a borrower’s industry or changes in the economy in general. In addition, investing in small companies in general involves a number of significant risks, including that small companies:
Any of these factors or changes thereto could impair a small company’s financial condition, results of operation, cash flow or result in other material adverse events, such as bankruptcy, any of which could limit a borrower’s ability to make scheduled payments on our debt securities. This, in turn, could result in losses in our investments and a decrease in our net interest income and NAV per share.
We may have limited access to information about privately-held companies in which we invest.
We invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of RCM’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. These companies and their financial statements are not subject to the Sarbanes-Oxley Act of 2002, as amended, the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or other rules and regulations that govern public companies. If we are unable to obtain sufficient material information about these companies, RCM may not make a fully informed investment decision, and we may lose money on our investment.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our returns on equity.
We are subject to the risk that investments intended to be held over long periods are, instead, repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments that will typically have substantially lower yields than the debt being prepaid or repay outstanding borrowings under our Credit Facility that has a lower interest rate than the yield of the debt being prepaid, and we could experience significant delays or an inability to reinvest these amounts in comparable debt securities. Any future investment may also be at lower yields or on less favorable terms than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed by them. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.
Our portfolio companies may incur debt that ranks equal with, or senior to, our investments in these companies.
We invest primarily in debt securities issued by our portfolio companies. In many cases, portfolio companies are permitted to have other debt that ranks equal with, or senior to, the debt securities in which we invest. By their terms, such debt instruments often provide that the holders thereof are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio
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company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, a portfolio company may not have sufficient remaining assets to use for repaying its obligation to us. In the case of debt ranking equal with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Even though we may have structured certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the size of our investment and the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and subordinate all or a portion of our claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering significant managerial assistance as required by the 1940 Act.
Because we generally do not hold controlling interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
We do not have an expectation to control the decision making in our portfolio companies, even if we have a board seat or board observation rights. Rather, we typically invest as a minority shareholder in our portfolio companies in connection with equity investments. Because of this, we are subject to the risk that our portfolio companies will make business decisions with which we disagree or will incur risks or otherwise act in ways that do not maximize their value and serve our interests as minority debt and equity holders. Due to the lack of liquidity in our investments in these private companies, we may not be able to dispose of our investment in these portfolio companies as freely as we would like or at a valuation that we believe is appropriate. As a result, a portfolio company may make decisions that could decrease its value and thus the value of our portfolio holdings. In addition, as a minority shareholder in our equity investments, we are generally unable to require the portfolio company to seek or entertain liquidity events as a way to exit our equity investments. This may cause us to hold equity investments longer than planned or to seek a sale that may not reflect the full value of our equity investment.
We may not have the funds or ability to make follow-on investments in our portfolio companies.
We may not have the funds or ability to make additional investments in our portfolio companies. After our initial investment in a company, we may be asked to participate in another round of financing by the company. There is no assurance that we will make, have sufficient funds to make or be permitted to make under the 1940 Act, these follow-on investments. Any decision to not make an additional investment in a portfolio company may have a negative impact on the portfolio company in need of the capital and have a negative impact on our investment in the company.
Risks Related to our Indebtedness
We borrow money, which magnifies the potential for loss on amounts invested and increases the risk of investing with us.
Leverage is generally considered a speculative investment technique, and we intend to continue to borrow money as part of our business plan. The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in us. Lenders of senior debt securities, such as under our Credit Facility, have fixed dollar claims on our assets that are superior to the claims of our shareholders.
We have previously borrowed, and will likely in the future borrow, money under our Credit Facility with M&T Bank, as lender (the “Lender”), which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing with us. Our ability to service our existing and potential future debt depends largely on our financial performance, which is impacted by the financial performance of our portfolio companies and is subject to prevailing economic conditions and competitive pressures.
If the fair value of our consolidated assets decreases while we have debt outstanding, leveraging would cause our NAV to decline more sharply than it otherwise would have had we not leveraged. In addition, if the fair value of our consolidated assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act or our Lender. Similarly, any decrease in our consolidated income while we have debt outstanding would cause net income to decline more sharply than it
24
Table of Contents
would have had we not borrowed. Such a decline could negatively affect our ability to pay distributions to shareholders and the price of our common stock.
On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (“SBCAA”). As a result, the Company’s asset coverage requirements for senior securities were changed from 200% to 150%, effective January 24, 2025. As a result, if we comply with certain disclosure requirements, we will be able to incur additional indebtedness, which may increase the risk of investing in us.
In order to assist investors in understanding the effects of leverage, the following table illustrates the effect of leverage on returns from an investment in our common stock assuming our asset coverage equals (i) 300% asset coverage as of December 31, 2025, (ii) 200% asset coverage as of December 31, 2025, and (iii) 150% asset coverage as of December 31, 2025, at various annual returns, net of expenses. Leverage generally magnifies the return of shareholders when the portfolio return is positive and magnifies their losses when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below.
Effects of Leverage Based on Actual Amount of Borrowings Incurred by us as of December 31, 2025
|
|
Assumed Return on Our Portfolio (net of expenses) (1) |
|
|||||||||||||||||||||
|
|
-10% |
|
|
-5% |
|
|
0% |
|
|
5% |
|
|
10% |
|
|
15% |
|
||||||
Corresponding return to a shareholder assuming 300% asset coverage as of December 31, 2025 (2) |
|
|
-18.9 |
% |
|
|
-11.4 |
% |
|
|
-3.9 |
% |
|
|
3.6 |
% |
|
|
11.1 |
% |
|
|
18.6 |
% |
Corresponding return to a shareholder assuming 200% asset coverage as of December 31, 2025 (3) |
|
|
-27.9 |
% |
|
|
-17.9 |
% |
|
|
-7.9 |
% |
|
|
2.1 |
% |
|
|
12.1 |
% |
|
|
22.1 |
% |
Corresponding return to a shareholder assuming 150% asset coverage as of December 31, 2025 (4) |
|
|
-45.8 |
% |
|
|
-30.8 |
% |
|
|
-15.8 |
% |
|
|
-0.8 |
% |
|
|
14.2 |
% |
|
|
29.2 |
% |
(1) The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of December 31, 2025. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2025.
(2) In order to compute the “Corresponding return to a shareholder assuming actual asset coverage as of December 31, 2025,” the “Assumed Return on Our Portfolio” is multiplied by the total value of our assets at December 31, 2025, to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 7.88% by the approximately $18 million in principal amount of debt outstanding, assuming 300% asset coverage) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2025, assuming 300% asset coverage to determine the “Corresponding return to a shareholder assuming 300% asset coverage as of December 31, 2025.”
(3) In order to compute the “Corresponding return to a shareholder assuming 200% asset coverage as of December 31, 2025,” the “Assumed Return on Our Portfolio” is multiplied by the total value of our assets at December 31, 2025, to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 7.88% by the approximately $27 million of principal debt outstanding, assuming 200% asset coverage) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2025, assuming 200% asset coverage to determine the “Corresponding return to a shareholder assuming 200% asset coverage as of December 31, 2025.”
(4) In order to compute the “Corresponding return to a shareholder assuming 150% asset coverage as of December 31, 2025,” the “Assumed Return on Our Portfolio” is multiplied by the total value of our assets at December 31, 2025, to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 7.88% by the approximately $35 million of principal debt outstanding, assuming 150% asset coverage) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2025, assuming 150% asset coverage to determine the “Corresponding return to a shareholder assuming 150% asset coverage as of December 31, 2025.”
25
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Because we often borrow money to make our investments, if there is an increase in market interest rates, our cost of capital under our Credit Facility is likely to also increase, which could reduce our net investment income.
Because we often borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds under our Credit Facility (which is variable rate indebtedness) to make an investment and the rate at which we invest those funds (which, with respect to our debt investments, is fixed rate indebtedness). When interest rates increase, our debt service obligations under our Credit Facility increase even though the amount borrowed remains the same. As a result, an increase in market interest rates may have a material adverse effect on our net investment income in the event we use debt to finance our investments and those debt investments carry a fixed interest rate. In periods of rising interest rates, our cost of funds would increase with respect to amounts borrowed under our Credit Facility, but the interest income received from our portfolio companies under our fixed interest rate debt investments will remain constant, which has reduced, and could in the future continue to reduce, our net investment income.
The SBCAA allows us to incur additional leverage, which could increase the risk of investing in our common stock.
Under the 1940 Act, a BDC generally is not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 200%. However, under the SBCAA, which became law in March 2018, BDCs have the ability to elect to become subject to a lower asset coverage requirement of 150%, subject to the receipt of the requisite board or shareholder approvals under the SBCAA and satisfaction of certain other conditions.
On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As a result, the Company’s asset coverage requirements for senior securities were changed from 200% to 150%, effective January 24, 2025. Pursuant to Section 61(a) of the 1940 Act, as amended by the SBCAA, we will be permitted to potentially increase our maximum debt-to-equity ratio from an effective level of one-to-one to two-to-one.
Provisions in our Credit Facility or any other future borrowing facility limit our discretion in operating our business.
The Credit Facility is, and any future borrowing facility may be, backed by all of our portfolio company investments on which the lenders will or, in the case of a future facility, may have a security interest. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. If we were to default under the terms of any debt instrument, including under the Credit Facility, the agent for the lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, any security interests as well as negative covenants under the Credit Facility or any other borrowing facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under the Credit Facility or any other borrowing facility were to decrease, we would be required to secure additional assets in an amount equal to any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under the Credit Facility or any other borrowing facility, which could have a material adverse impact on our ability to fund future investments and to make distributions to shareholders.
An event of default under the Credit Facility or any other borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our liquidity and cash flows and impair our ability to grow our business and maintain our qualification as a RIC.
Risks Related to our Common Stock
East exercises significant influence over us in connection with its ownership of our common stock.
East beneficially owns approximately 64% of Rand’s outstanding common stock. As a result, East is able to direct the outcome of any matters submitted for shareholder action, including approval of significant corporate transactions, such as amendments to our governing documents, business combinations, consolidations, and mergers. East has substantial influence on us and could exercise its influence in a manner that conflicts with the interests of other shareholders. The presence of a significant shareholder may also have the effect of making it more difficult for a third party to acquire us or for the Board to discourage a third party from seeking to acquire us.
26
Table of Contents
In addition, pursuant to the terms of the Shareholder Agreement, East has the right to designate two or three persons, depending upon the size of the Board, for nomination for election to the Board. East has the right to designate (i) up to two persons if the size of the Board is composed of fewer than seven directors; or (ii) up to three persons if the size of the Board is composed of seven or more directors. Under the terms of the Shareholder Agreement, East has designated Adam S. Gusky and Benjamin E. Godley for nomination for election to the Board. The designation right provided to East under the terms of the Shareholder Agreement provides East with a significant presence on the Board and direct influence on matters presented to the Board, although all directors, whether or not nominated by East, owe fiduciary duties to all shareholders.
Our shares often trade at a discount to our net asset value.
Shares of business development companies may trade at a market price that is less than the net asset value that is attributable to those shares and our shares have often traded at such a discount. Our common stock has continued to trade below our net asset value per share during historical periods and may continue this trend of trading below our net asset value per share during future periods. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share may decline. It is not possible to predict if, or when, our shares will trade at, above, or below net asset value.
Investing in our common stock involves a high degree of risk and may be inappropriate for an investor’s risk tolerance.
Our investments, in accordance with our investment objective and principal strategies, may result in a greater than average amount of risk and volatility and may result in loss of principal. Our investments in portfolio companies are often highly speculative and aggressive and, therefore, an investment in our shares may not be suitable for investors for whom such risk is inappropriate. Neither our investments nor an investment in our shares constitutes a balanced investment program.
Sales of substantial amounts of our common stock may have an adverse effect on the market price of our securities.
Sales of substantial amounts of our common stock, or the availability of such securities for sale or the perception that such sales could occur, whether by East or otherwise, could adversely affect the prevailing market prices for our common stock.
Risks Related to U.S. Federal Income Tax
In connection with our RIC election, we may not be able to pay distributions to our shareholders, our distributions may not grow over time and a portion of our distributions may be a return of capital.
In connection with our RIC election, we intend to continue to pay distributions in the form of cash dividends to our shareholders out of assets legally available for distribution. However, we cannot assure shareholders that we will achieve investment results that will allow us to make a specified level of cash distributions or results in year over year increases in cash distribution amounts. Our ability to pay distributions could be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC can limit our ability to pay distributions. All distributions will be paid at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations, state corporate law requirements and such other factors as our Board may deem relevant from time to time. We cannot assure shareholders that we will pay distributions on our common stock in the future.
When we make distributions, we are required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of an investor’s basis in our stock and, assuming that an investor holds our stock as a capital asset, thereafter as a capital gain. Generally, a non-taxable return of capital will reduce an investor’s basis in our stock for federal tax purposes, which will result in higher tax liability when the stock is sold. Shareholders should read any written disclosure accompanying a distribution carefully and should not assume that the source of any distribution is our ordinary income or gains.
We will be subject to corporate-level U.S. federal income tax if we are unable to maintain our RIC election under Subchapter M of the Code, which would materially adversely affect our results of operations and financial condition.
No assurance can be given that we will be able to maintain RIC status, and we will be subject to corporate-level U.S. federal income tax if we are unable to maintain qualification as a RIC under Subchapter M of the Code. In order to satisfy the requirements
27
Table of Contents
for RIC tax treatment, we must meet the following annual distribution, income source and asset diversification requirements to be relieved of federal taxes on income and gains distributed to our shareholders:
If we fail to satisfy certain RIC qualification requirements under Subchapter M of the Code or to meet the annual distribution requirement for any reason and are subject to corporate-level U.S. federal income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions, if any. Such a failure would have a material adverse effect on us and our shareholders.
In connection with our RIC election, we may have difficulty paying required distributions to shareholders if we recognize income before or without receiving cash representing such income.
In connection with our RIC election, we are required to distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses to maintain our eligibility for RIC tax treatment. For U.S. federal income tax purposes, we include in taxable income certain amounts that we have not yet received in cash, such as contracted payment-in-kind (“PIK”) interest, which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK arrangements are included in income in advance of receiving cash payment and are separately identified on our consolidated statements of cash flows. We also may be required to include in income certain other amounts that we will not receive in cash.
Any warrants that we receive in connection with our debt investments will generally be valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt investments and warrants will be allocated to the warrants that we receive. This will generally result in our debt instruments having original issue discount (“OID”) for tax purposes, which we must recognize as ordinary income as such original issue discount accrues regardless of whether we have received any corresponding payment of such discount. Other features of debt instruments that we hold may also cause such instruments to generate original issue discount.
Since in certain cases we may recognize income before or without receiving cash representing such income, we could have difficulty meeting the requirement to distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses to maintain our eligibility for RIC tax treatment. Accordingly, we may have to use cash on hand or sell some of our assets, raise additional equity capital or reduce new investment originations to meet these distribution requirements. If we do not have sufficient cash on hand or are unable to obtain cash from other sources to satisfy such distribution requirements, we may fail to qualify for RIC tax treatment and thus may become subject to corporate-level income tax.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Assessment, Identification and Management of Material Risks from Cybersecurity
28
Table of Contents
We recognize the importance of maintaining cybersecurity measures to safeguard our information systems and to protect the confidentiality and availability of information located on our information systems.
The Corporation’s cybersecurity risk management systems processes, which are formalized in the Corporation’s cybersecurity risk management policy, include security controls, monitoring systems, tools and related services, and oversight from each of RCM, our officers and our third-party IT service provider in assessing, identifying and managing risks from cybersecurity threats. The Corporation, through our third-party IT service provider, has implemented and expects to continue to implement risk-based controls designed to prevent, detect and respond to information security threats. We rely on these controls to help us protect our information, our information systems, and the information of third parties who entrust us with their sensitive information.
The Corporation’s cybersecurity risk management policies include physical, administrative and technical safeguards, as well as plans and procedures designed to help the Corporation seek to prevent and effectively respond to cybersecurity threats and incidents, including threats or incidents that may impact us or RCM. In addition, our cybersecurity risk management program includes periodic identification and testing of our vulnerabilities and cybersecurity awareness training. Finally,
In the event of a cybersecurity incident impacting us, the Corporation’s cybersecurity risk management policy provides processes for responding to such an incident and facilitates coordination among the Corporation’s officers and our third-party IT service provider. Depending on the nature of the incident, it may also be reported to the Board, if appropriate.
Material Impact of Cybersecurity Risks
In the last three fiscal years ended December 31, 2025,
Oversight of Cybersecurity Risks
29
Table of Contents
Item 2. Properties
We do not own any real estate or other physical properties. Our corporate headquarters is located at 14 Lafayette Square, Suite 1405, Buffalo NY.
Item 3. Legal Proceedings
We may be, from time to time, subject to claims and suits arising in the ordinary course of business. While management believes that there are no legal proceedings involving the Corporation as of the date of this Annual Report, the Corporation may be subject to legal proceedings in the future, and any such legal proceedings may have material unforeseen adverse outcomes that may not be covered by our insurance.
Item 4. Mine Safety Disclosures
Not applicable.
30
Table of Contents
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Shareholders of Record
On February 27, 2026, we had a total of approximately 2,020 shareholders, which included 45 record holders of our common stock, and an estimated 1,975 holders with shares beneficially owned and held in “street” name or under clearinghouse positions of brokerage firms or banks.
Share Price Data
Our common stock is traded on The Nasdaq Capital Market under the symbol “RAND.” It is not possible to predict whether our common stock will trade at, above or below net asset value. See Part I, Item 1A, Risk Factors—Risks Related to Our Common Stock—Our shares often trade at a discount to our net asset value.
The following table sets forth, for each fiscal quarter for the fiscal years ended December 31, 2025 and 2024, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or distributions declared by us.
|
|
Net Asset |
|
|
Price Range |
|
|
High Sales Price Premium (Discount) to Net Asset |
|
|
Low Sales Price Discount to Net Asset |
|
|
Dividend |
|
|||||||||
|
|
Value (1) |
|
|
High |
|
|
Low |
|
|
Value (2) |
|
|
Value (2) |
|
|
Per Share |
|
||||||
Year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
)% |
|
|
( |
)% |
|
$ |
0.25 |
|
|||
Second Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
)% |
|
|
( |
)% |
|
$ |
0.29 |
|
|||
Third Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
)% |
|
|
( |
)% |
|
$ |
0.29 |
|
|||
Fourth Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
)% |
|
|
( |
)% |
|
$ |
4.20 |
|
|||
Year ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
( |
)% |
|
$ |
0.29 |
|
||||
Second Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
( |
)% |
|
$ |
0.29 |
|
||||
Third Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
% |
|
|
( |
)% |
|
$ |
0.29 |
|
||||
Fourth Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
)% |
|
|
( |
)% |
|
$ |
0.85 |
|
|||
Dividends
We have elected U.S. federal tax treatment as a RIC as of January 1, 2020 on our U.S. federal income tax return for the 2020 tax year. In order to qualify as a RIC, among other things, we are required to meet certain source of income and asset diversification requirements and timely distribute to our shareholders at least 90% of our investment company taxable income, as defined in Subchapter M of the Internal Revenue Code, for each tax year. If we make the requisite distributions to our shareholders, this will generally relieve us from any requirement to pay corporate-level U.S. federal income taxes with respect to all income distributed to our shareholders.
31
Table of Contents
The Board declared the following dividends during the year ended December 31, 2025:
Quarter |
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
Type |
|
1st |
|
$ |
0.29 |
|
|
March 14, 2025 |
|
March 28, 2025 |
|
Quarterly |
2nd |
|
$ |
0.29 |
|
|
May 30, 2025 |
|
June 13, 2025 |
|
Quarterly |
3rd |
|
$ |
0.29 |
|
|
August 29, 2025 |
|
September 12, 2025 |
|
Quarterly |
4th |
|
$ |
0.29 |
|
|
December 16, 2025 |
|
December 30, 2025 |
|
Quarterly |
4th |
|
$ |
0.56 |
|
|
December 16, 2025 |
|
December 30, 2025 |
|
Special |
Share Repurchase Program
|
|
Total number of shares purchased (1) |
|
|
Average price paid per share (2) |
|
|
Total number of shares purchased as part of publicly |
|
|
Maximum dollar amount of shares that may yet be purchased under the share repurchase program (3) |
|
||||
10/1/2025 – 10/31/2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
11/1/2025 – 11/30/2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
12/1/2025 – 12/31/2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,500,000 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
32
Table of Contents
Stock Performance Graph
The following graph shows a five-year comparison of cumulative total shareholder returns for our common stock, the Nasdaq Market Index, and the S&P BDC Index, assuming an investment amount of $100 at the end of 2020. The cumulative total return for each annual period within the five years presented is measured by dividing (1) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between share prices at the end and at the beginning of the measurement period by (2) the share price at the beginning of the measurement period.
Comparison of cumulative total return of one or more companies, industry indexes and/or broad markets
|
|
YEAR ENDED DECEMBER 31, |
|
|||||||||||||||||||||
Company/Index/Market |
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
||||||
Rand Capital Corporation |
|
$ |
100.00 |
|
|
$ |
99.04 |
|
|
$ |
82.15 |
|
|
$ |
88.28 |
|
|
$ |
167.49 |
|
|
$ |
109.08 |
|
NASDAQ Market Index |
|
$ |
100.00 |
|
|
$ |
122.18 |
|
|
$ |
82.43 |
|
|
$ |
119.22 |
|
|
$ |
154.48 |
|
|
$ |
187.14 |
|
S&P BDC Index |
|
$ |
100.00 |
|
|
$ |
137.42 |
|
|
$ |
124.51 |
|
|
$ |
158.85 |
|
|
$ |
185.23 |
|
|
$ |
178.74 |
|
The performance graph information provided above will not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulations 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, unless in the future we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into any filing under the Securities Act or the Exchange Act.
Fees and Expenses
The following table is intended to assist you in understanding the fees and expenses that an investor in our common stock will bear, directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Annual Report contains a reference to fees or expenses, paid by “us” or that “we” will pay fees or expenses, our shareholders will indirectly bear such fees or expenses as investors in us.
33
Table of Contents
Shareholder transaction expenses (as a percentage of offering price): |
|
|
|
|
|
Sales load |
|
|
|
(1) |
|
Offering expenses |
|
|
|
(2) |
|
Total shareholder transaction expenses |
|
|
|
|
|
Annual expenses (as a percentage of net assets attributable to common stock): |
|
|
|
|
|
Base Management Fees |
|
|
% |
(3) |
|
Incentive Fees |
|
|
% |
(4) |
|
Interest payments on borrowed funds |
|
|
% |
(5) |
|
Other expenses |
|
|
% |
(6) |
|
Total annual expenses |
|
|
% |
|
|
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our interest payments on borrowed funds, capital gains incentive fees paid, and other annual operating expenses would remain at the levels set forth in the table above. The example assumes that all dividends and other distributions are reinvested at NAV.
|
|
1 year |
|
|
3 years |
|
|
5 years |
|
|
10 years |
|
||||
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Assuming a 5% annual return, the Income Based Fee under the Investment Management Agreement may not be earned or payable and is not included in the example. If we achieve sufficient returns on our investments to trigger the Income Based Fee of a material amount, our expenses, and returns to our investors, would be higher.
34
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This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and related notes included within Item 8, Financial Statements and Supplementary Data, of this Annual Report.
FORWARD LOOKING STATEMENTS
Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report that do not relate to present or historical conditions are “forward-looking statements” within the meaning of Section 27A of the Securities Act and in Section 21E of the Exchange Act, and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Additional oral or written forward-looking statements may be made by us from time to time, and forward-looking statements may be included in documents that are filed with the SEC. Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including certain forward-looking statements included below in the “Outlook” section of this Item 7, and including statements related to our investment strategies and our intention to co-invest with certain of our affiliates; the impact of our election as a RIC for U.S. federal tax purposes on the payment of corporate level U.S. federal income taxes by Rand; statements regarding our liquidity and financial resources; statements regarding any Capital Gains Fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the Capital Gains Fee that may be payable to RCM for 2026; statements regarding our compliance with the RIC requirements as of December 31, 2025; and statements regarding future dividend payments. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions (including their negative counterparts or other various or comparable terminology) are intended to identify forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we currently expect, including:
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Table of Contents
While we believe that the forward-looking statements in this Annual Report are reasonable, we caution that it is very difficult to predict the effect of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under this Item 7 and under Item 1A, Risk Factors, of this Annual Report. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this Annual Report in the context of these risks and uncertainties.
Any forward-looking statement speaks only as of the date when it is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Overview
We are an externally managed non-diversified investment company that lends to and invests in lower middle market companies. Our investment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, our investments are primarily in higher yielding debt instruments. Our investment activities are managed by our investment adviser, Rand Capital Management, LLC (“RCM”).
We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act.
In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $25 million investment in Rand by East, in the form of cash and contributed portfolio assets, in exchange for approximately 8.3 million shares of Rand common stock. East owns approximately 64% of Rand’s outstanding common stock at December 31, 2025. Concurrent with the Closing, RCM, a registered investment adviser, was retained by Rand as its external investment adviser and administrator (the Closing and the retention of RCM as our investment adviser and administrator are collectively referred to herein as the “Transaction”). The term of the new investment advisory and management agreement (the “Investment Management Agreement”) with RCM was extended after approval of its renewal by our Board of Directors (the “Board”) in October 2025 and is currently scheduled to expire on December 31, 2026. In addition, the term of the administration agreement (the “Administration Agreement”) with RCM was extended after approval of its renewal by the Board in October 2025 and is currently scheduled to expire on December 31, 2026. The Investment Management Agreement and Administration Agreement can continue for successive annual periods after December 31, 2026 provided that such continuance is specifically approved at least annually by (i) (A) the affirmative vote of a majority of the Board or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our directors who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of us, RCM or our respective affiliates.
On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, our asset
36
Table of Contents
coverage requirement under the 1940 Act for senior securities was changed from 200% to 150%, effective January 24, 2025. We monitor our compliance with this coverage ratio on a regular basis. As of December 31, 2025, we had no senior securities outstanding and, as a result, our asset coverage ratio for senior securities as of December 31, 2025 is incalculable.
Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, comprised of two parts: (1) the “Income Based Fee” and (2) the “Capital Gains Fee”, if specified benchmarks are met.
We elected U.S federal tax treatment as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As of December 31, 2025, we believe we were in compliance with the RIC requirements. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. In addition, as a RIC, we must distribute annually to our shareholders at least 90% of our ordinary net income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Accordingly, our Board has regularly declared a quarterly cash dividend since our RIC election.
Our Board declared the following dividends during the year ended December 31, 2025:
Quarter |
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
Type |
|
1st |
|
$ |
0.29 |
|
|
March 14, 2025 |
|
March 28, 2025 |
|
Quarterly |
2nd |
|
$ |
0.29 |
|
|
May 30, 2025 |
|
June 13, 2025 |
|
Quarterly |
3rd |
|
$ |
0.29 |
|
|
August 29, 2025 |
|
September 12, 2025 |
|
Quarterly |
4th |
|
$ |
0.29 |
|
|
December 16, 2025 |
|
December 30, 2025 |
|
Quarterly |
4th |
|
$ |
0.56 |
|
|
December 16, 2025 |
|
December 30, 2025 |
|
Special |
On December 5, 2024, our Board declared a dividend of $4.20 per share. The dividend was paid in the aggregate combination of 20% in cash and 80% in newly issued shares of our common stock on or about January 24, 2025 to shareholders of record as of December 16, 2024. The stock dividend increased the number of issued and outstanding shares of our common stock from 2,648,916 shares and 2,581,021 shares, respectively, to 3,037,709 shares and 2,969,814 shares, respectively, on January 24, 2025.
We may co-invest, subject to the conditions included in the exemptive relief order we received from the SEC, with certain of our affiliates. See “SEC Exemptive Order” below. We believe these types of co-investments are likely to afford us additional investment opportunities and provide an ability to achieve greater diversification in our investment portfolio.
SEC Exemptive Order
On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the SEC that superseded all prior co-investment exemptive relief orders issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officer will provide reporting to the Board regarding compliance with such policies and procedures.
Outlook
Rand remains committed to expanding and scaling its business by focusing on debt and related equity investments in privately held, lower middle-market companies. We believe disciplined underwriting, selective portfolio construction, and active monitoring are critical in the current credit environment, and that attention to these core principles will drive long-term investment income growth and enhance shareholder value through regular dividend distributions. In 2025, we declared and paid total dividends of $1.72 per share.
During 2025, we monetized select equity investments and received loan repayments that generated approximately $18 million in aggregate cash proceeds. We strategically allocated these funds by reducing outstanding borrowings under our senior secured revolving credit facility (the “Credit Facility”) by approximately $0.6 million, and investing approximately $6.6 million into income-producing investments to support investment income. At December 31, 2025, after capital deployment and distributing an
37
Table of Contents
aggregate of $7.3 million in cash dividends to shareholders during 2025, we had approximately $4.2 million in cash on hand and $19.2 million in available capacity under our Credit Facility to support future investments. Entering 2026, we believe we have a strong and flexible balance sheet supported by multiple sources of capital.
Our portfolio composition continued shifting toward debt investments in 2025, reflecting our focus on expanding our base of interest-yielding assets. As of December 31, 2025, 79% of our portfolio consisted of interest-yielding debt instruments, up from 75% at the end of 2024. Our weighted average portfolio yield in 2025 decreased to 11.3% from 13.8% in the prior year, primarily due to increased non-accrual rates on debt investments during 2025 and changes in portfolio mix following repayments and new investment activity.
Supported by our liquidity position and access to capital, we believe we are well-positioned to continue executing our strategy of portfolio expansion, investment income growth, and sustainable dividend distributions. Market conditions during 2025 contributed to slower industry-wide origination activity and an increased use of payment-in-kind (“PIK”) interest structures. We monitor these dynamics closely, remain disciplined in underwriting, and expect to deploy capital opportunistically as attractive risk-adjusted opportunities arise.
As a lender, we remain exposed to market risks, including interest rate and refinancing risks that can affect borrowers’ cost of capital, credit performance, and overall portfolio returns. As of December 31, 2025, all of our debt investments carried fixed interest rates, whereas borrowings under our Credit Facility bear interest at a variable rate equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) and (ii) 0.25%. In rising interest rate environments, our fixed-rate debt investments generate stable returns, but our cost of capital under the Credit Facility increases, which could impact net investment income and overall returns. At the same time, further interest rate reductions could improve refinancing and transaction activity in the lower middle market, potentially supporting origination levels or result in prepayments from our portfolio companies, which could potentially adversely affect us. The timing and magnitude of any such changes remain uncertain. See Part I, Item 1A, Risk Factors—Risks Related to Our Indebtedness for further discussion of interest rate risk.
Trends and Opportunities
We believe our combination of cash on hand, Credit Facility availability, proceeds from portfolio exits, and anticipated investment income provides the liquidity necessary to capitalize on new investment opportunities and reinvest in high-performing portfolio companies. RCM continues to build a pipeline of potential investments on our behalf, and we expect to remain selective and disciplined as we evaluate investment opportunities. Key trends and strategic advantages that support our outlook include:
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Table of Contents
Given these factors, we are confident in our ability to prudently allocate capital, expand our portfolio, and generate sustained long-term value for our shareholders.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles, or GAAP, which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities. For a summary of all significant accounting policies, including critical accounting policies, see Note 1—Summary of Significant Accounting Policies to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this Annual Report.
The increasing complexity of the business environment and applicable authoritative accounting guidance requires us to monitor our accounting policies and procedures. We have two critical accounting policies that require the use of significant judgment. The following summary of critical accounting policies is intended to enhance a reader’s ability to assess our financial condition and results of operations and the potential volatility due to changes in estimates.
Valuation of Investments
Our investments are carried at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.
Investments are valued at fair value as determined in good faith by RCM and approved by our Board. We generally invest in loan, debt, and equity instruments and there is no single standard for determining fair value of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there may be material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if our assumptions and judgments differ from results of actual liquidation events. We analyze and value each investment quarterly and record unrealized depreciation for an investment that we believe has become impaired, including where collection of a loan or debt security or realization of the recorded value of an equity security is doubtful. Conversely, we will record unrealized appreciation if we believe that an underlying portfolio company has appreciated in value and, therefore, our equity securities in the underlying portfolio company have also appreciated in value. Additionally, we continue to assess any material risks associated with this fair value determination, including risks associated with material conflicts of interest.
Loan investments are defined as traditional loan financings typically with no equity features or required equity co-investment. Debt investments are defined as debt financings that include one or more equity features such as conversion rights, stock purchase warrants, and/or stock purchase options. Equity investments are direct investments into a portfolio company and may include preferred stock, common stock, warrants and limited liability company membership interests.
We utilize several approaches to determine the fair value of an investment. The main approaches are:
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Table of Contents
ASC 820 classifies the inputs used to measure fair value into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, used in our valuation at the measurement date. Under the valuation policy, we value unrestricted publicly traded companies, categorized as Level 1 investments, at the closing price on the last trading day of the reporting period.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable and significant inputs to determining the fair value.
Financial assets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Any changes in estimated fair value are recorded in the statement of operations.
At December 31, 2025 and 2024, all of our investments were Level 3 investments. There were no Level 1 or Level 2 investments at December 31, 2025 or 2024.
In the valuation process, we value restricted securities, categorized as Level 3 investments, using information from these portfolio companies, and, when considered appropriate, third-party valuation inputs, which may include:
The valuation may be reduced if a portfolio company’s performance and potential have deteriorated significantly. If the factors that led to a reduction in valuation are overcome, the valuation may be adjusted accordingly.
Equity Securities
Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.
The significant unobservable inputs used in the fair value measurement of our equity investments are EBITDA and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, our portfolio companies are typically privately-held, lower middle market companies, and these industry standards may be adjusted to more closely match the
40
Table of Contents
specific financial and operational characteristics of the portfolio company. Due to the nature of certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic and unrelated new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and us, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.
When appropriate the Black-Scholes pricing model is used to estimate the fair value of warrants for accounting purposes. This model requires the use of highly subjective inputs including expected volatility and expected life, in addition to variables for the valuation of minority equity positions in small private and early stage companies. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
For investments made within the last year, we generally rely on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing us to depart from this basis.
Loan and Debt Securities
The significant unobservable inputs used in the fair value measurement of our loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability of principal recovery of the investment. Our loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, we generally rely on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing us to depart from this basis.
Revenue Recognition
Interest income is recognized on the accrual basis except where the investment is in default or where receipt of such interest is otherwise presumed to be in doubt. In such cases, interest is recognized at the time of receipt. A reserve for possible losses on interest receivable is maintained when appropriate.
We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. For investments with PIK interest, we will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. Loans that are on non-accrual status remain in such status until the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current.
We may receive cash distributions from portfolio companies that are limited liability companies or corporations, and these distributions are classified as dividend income on our consolidated statement of operations. Dividend income is recognized on an accrual basis when it can be reasonably estimated for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
We may hold preferred equity securities that contain cumulative dividend provisions. Cumulative dividends are recorded as dividend income, if declared and deemed collectible, and any dividends in arrears are recognized into income and added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred security is redeemed.
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Table of Contents
Financial Condition
Overview:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
Decrease |
|
|
Decrease |
|
||||
Total assets |
|
$ |
53,195,312 |
|
|
$ |
72,457,433 |
|
|
$ |
(19,262,121 |
) |
|
|
(26.6 |
)% |
Total liabilities |
|
|
1,011,859 |
|
|
|
7,124,913 |
|
|
|
(6,113,054 |
) |
|
|
(85.8 |
)% |
Net assets |
|
$ |
52,183,453 |
|
|
$ |
65,332,520 |
|
|
$ |
(13,149,067 |
) |
|
|
(20.1 |
)% |
Net asset value per share (NAV) was $
Cash and cash equivalents approximated 8.1% of net assets at December 31, 2025, as compared to 1.3% at December 31, 2024.
During 2022, we entered into a $25 million senior secured revolving credit facility (the “Credit Facility”) with M&T Bank, as lender (the “Lender”), with the amount that we can borrow thereunder, at any given time, determined based upon a borrowing base formula. The Credit Facility has a 5-year term with a maturity date of June 27, 2027. Our borrowings under the Credit Facility bear interest at a variable rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. There was no outstanding balance drawn on the Credit Facility at December 31, 2025, as compared to a balance of $600,000 as of December 31, 2024.
Composition of Our Investment Portfolio
Our financial condition is dependent on the success of our portfolio holdings. The following summarizes our investment portfolio at the year ends indicated.
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
Change |
|
|
% Change |
|
||||
Investments, at cost |
|
$ |
57,062,399 |
|
|
$ |
68,120,235 |
|
|
$ |
(11,057,836 |
) |
|
|
(16.2 |
)% |
Unrealized (depreciation) appreciation, net |
|
|
(8,581,903 |
) |
|
|
2,697,806 |
|
|
|
(11,279,709 |
) |
|
|
(418.1 |
)% |
Investments, at fair value |
|
$ |
48,480,496 |
|
|
$ |
70,818,041 |
|
|
$ |
(22,337,545 |
) |
|
|
(31.5 |
)% |
Number of Active Portfolio Companies |
|
|
20 |
|
|
|
22 |
|
|
|
|
|
|
|
||
Our total investments at fair value, as determined by RCM and approved by our Board, approximated 93% of net assets at December 31, 2025 as compared to approximately 108% of net assets at December 31, 2024.
Our investment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, we are focused on investing in higher yielding debt instruments and related equity investments in privately held, lower middle market companies with a committed and experienced management team in a broad variety of industries. In the past, we have also invested in publicly traded shares of other business development companies that provided income through dividends and had more liquidity than our private company equity investments.
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Table of Contents
The change in investments, at cost, during the year ended December 31, 2025, was comprised of the following:
|
|
Cost |
|
|
New investments: |
|
|
|
|
Bauer Sheet Metal and Fabricating Inc. (Bauer) |
|
$ |
3,250,000 |
|
BlackJet Direct Marketing, LLC (BlackJet) |
|
|
2,500,000 |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
400,000 |
|
ITA Acquisition, LLC (ITA) |
|
|
375,000 |
|
Carolina Skiff LLC (Carolina Skiff) |
|
|
34,755 |
|
Total of new investments |
|
|
6,559,755 |
|
Other changes to investments: |
|
|
|
|
FSS interest conversion |
|
|
653,470 |
|
Caitec, Inc. (Caitec) interest conversion |
|
|
575,152 |
|
Mountain Regional Equipment Solutions (MRES) interest conversion, fee conversion |
|
|
362,419 |
|
Autotality (formerly Filterworks Acquisition USA, LLC) interest conversion |
|
|
220,923 |
|
Highland All About People Holdings, Inc. (All About People) interest conversion |
|
|
130,740 |
|
Seybert’s Billiards Corporation (Seybert’s) OID amortization and interest conversion |
|
|
69,983 |
|
BMP Swanson Holdco, LLC (Swanson) interest conversion |
|
|
54,472 |
|
FCM Industries Holdco LLC (First Coast Mulch) interest conversion |
|
|
51,507 |
|
Mobile RN Holdings LLC (Mobile IV Nurses) interest conversion |
|
|
25,508 |
|
Pressure Pro, Inc. (Pressure Pro) OID amortization and interest conversion |
|
|
22,445 |
|
Inter-National Electronic Alloys LLC (EFINEA) interest conversion |
|
|
17,177 |
|
GoNoodle, Inc. (GoNoodle) interest conversion |
|
|
14,457 |
|
BlackJet interest conversion |
|
|
6,941 |
|
Bauer OID amortization |
|
|
600 |
|
Total of other changes to investments |
|
|
2,205,794 |
|
Investments repaid, sold, liquidated or converted: |
|
|
|
|
GoNoodle warrant expiration |
|
|
(25 |
) |
Carolina Skiff equity sale |
|
|
(34,755 |
) |
Lumious loan repayment and realized loss |
|
|
(789,944 |
) |
HDI Acquisition LLC (Hilton) debt repayment |
|
|
(1,071,824 |
) |
Pressure Pro debt repayment and warrant sale |
|
|
(1,755,150 |
) |
Tilson Technology Management, Inc. (Tilson) liquidation |
|
|
(2,850,015 |
) |
Mattison Avenue Holdings LLC (Mattison) debt repayment |
|
|
(5,572,902 |
) |
Seybert’s debt repayment |
|
|
(7,748,770 |
) |
Total of investments repaid, sold, liquidated or converted |
|
|
(19,823,385 |
) |
Net change in investments, at cost |
|
$ |
(11,057,836 |
) |
Our top five portfolio companies represented 41% of total assets at December 31, 2025:
Company |
|
Industry |
|
Fair Value at December 31, 2025 |
|
|
% of Total Assets at December 31, 2025 |
|
||
EFINEA |
|
Distribution |
|
$ |
5,189,246 |
|
|
|
10 |
% |
Caitec |
|
Consumer Products |
|
$ |
5,050,064 |
|
|
|
9 |
% |
First Coast Mulch |
|
Professional Services |
|
$ |
3,916,344 |
|
|
|
7 |
% |
All About People |
|
Professional Services |
|
$ |
3,905,831 |
|
|
|
7 |
% |
FSS |
|
Professional Services |
|
$ |
3,859,834 |
|
|
|
7 |
% |
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Table of Contents
Our top five portfolio companies represented 50% of total assets at December 31, 2024:
Company |
|
Industry |
|
Fair Value at December 31, 2024 |
|
|
% of Total Assets at December 31, 2024 |
|
||
Tilson |
|
Professional Services |
|
$ |
11,500,000 |
|
|
|
16 |
% |
Seybert’s |
|
Consumer Products |
|
$ |
7,922,787 |
|
|
|
11 |
% |
FSS |
|
Professional Services |
|
$ |
7,035,645 |
|
|
|
10 |
% |
Mattison |
|
Professional Services |
|
$ |
5,572,902 |
|
|
|
8 |
% |
Caitec |
|
Consumer Products |
|
$ |
4,474,912 |
|
|
|
6 |
% |
Below is the geographic breakdown of our investments using fair value as of December 31, 2025 and 2024:
|
|
% of Net Asset Value at December 31, 2025 |
|
|
% of Net Asset Value at December 31, 2024 |
|
||
USA – East |
|
|
44 |
% |
|
|
52 |
% |
USA – South |
|
|
25 |
% |
|
|
31 |
% |
USA – West |
|
|
24 |
% |
|
|
25 |
% |
Total investments as a % of net asset value |
|
|
93 |
% |
|
|
108 |
% |
As of December 31, 2025, and 2024, our investment portfolio consisted of the following types of investments:
|
|
Cost |
|
|
Percentage of |
|
|
Fair Value |
|
|
Percentage of |
|
||||
December 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt and Promissory Notes |
|
$ |
47,607,421 |
|
|
|
84 |
% |
|
$ |
37,921,210 |
|
|
|
78 |
% |
Convertible Notes |
|
|
536,344 |
|
|
|
1 |
% |
|
|
536,344 |
|
|
|
1 |
% |
Equity and Membership Interests |
|
|
8,796,596 |
|
|
|
15 |
% |
|
|
9,070,170 |
|
|
|
19 |
% |
Equity Warrants |
|
|
122,038 |
|
|
|
— |
|
|
|
952,772 |
|
|
|
2 |
% |
Total |
|
$ |
57,062,399 |
|
|
|
100 |
% |
|
$ |
48,480,496 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt and Promissory Notes |
|
$ |
56,098,724 |
|
|
|
82 |
% |
|
$ |
53,081,594 |
|
|
|
75 |
% |
Convertible Notes |
|
|
484,837 |
|
|
|
1 |
% |
|
|
— |
|
|
|
— |
|
Equity and Membership Interests |
|
|
11,396,611 |
|
|
|
17 |
% |
|
|
16,936,384 |
|
|
|
24 |
% |
Equity Warrants |
|
|
140,063 |
|
|
|
— |
|
|
|
800,063 |
|
|
|
1 |
% |
Total |
|
$ |
68,120,235 |
|
|
|
100 |
% |
|
$ |
70,818,041 |
|
|
|
100 |
% |
Results of Operations
Comparison of the years ended December 31, 2025 and 2024
Investment Income
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
(Decrease) Increase |
|
|
% (Decrease) Increase |
|
||||
Interest from portfolio companies |
|
$ |
5,689,511 |
|
|
$ |
7,727,949 |
|
|
$ |
(2,038,438 |
) |
|
|
(26.4 |
)% |
Interest from other investments |
|
|
176,668 |
|
|
|
2,356 |
|
|
|
174,312 |
|
|
n/m |
|
|
Dividend and other investment income |
|
|
122,832 |
|
|
|
295,260 |
|
|
|
(172,428 |
) |
|
|
(58.4 |
)% |
Fee income |
|
|
485,881 |
|
|
|
533,720 |
|
|
|
(47,839 |
) |
|
|
(9.0 |
)% |
Total investment income |
|
$ |
6,474,892 |
|
|
$ |
8,559,285 |
|
|
$ |
(2,084,393 |
) |
|
|
(24.4 |
)% |
n/m - Not meaningful
Investment income was received, on a current basis, from 19 portfolio companies during the year ended December 31, 2025 and from 25 portfolio companies during the year ended December 31, 2024.
44
Table of Contents
Interest from portfolio companies - Interest from portfolio companies was approximately 26% lower for the year ended December 31, 2025 versus 2024 due to repayment of several interest-yielding investments during the last year, without corresponding new debt instrument originations in replacement. Debt instruments were repaid by Hilton, Lumious, Mattison, Pressure Pro, and Seybert’s during the year ended December 31, 2025. In addition, our debt investments in FSS, ITA, and MRES were placed on non-accrual status during the year ended December 31, 2025.
Interest from other investments - The increase in interest from other investments is primarily due to higher average cash balances during the year ended December 31, 2025 versus the same period in 2024.
Dividend and other investment income - Dividend income is comprised of cash distributions from limited liability companies (LLCs) and corporations in which we have invested. Our investment agreements with certain LLCs require those LLCs to distribute funds to us for payment of income taxes on our allocable share of the LLC’s profits. These portfolio companies may also elect to make additional discretionary distributions and dividends. Dividend income will fluctuate based upon the profitability of these LLCs and corporations and the timing of the distributions. The dividend distributions for the respective years ended were:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
EFINEA |
|
$ |
99,290 |
|
|
$ |
— |
|
Tilson |
|
|
13,125 |
|
|
|
52,500 |
|
Mobile IV Nurses |
|
|
10,417 |
|
|
|
— |
|
FS KKR Capital Corp (FS KKR) |
|
|
— |
|
|
|
105,600 |
|
PennantPark Investment Corporation (Pennantpark) |
|
|
— |
|
|
|
54,600 |
|
Carlyle Secured Lending Inc. (Carlyle) |
|
|
— |
|
|
|
41,280 |
|
Barings BDC, Inc. (Barings) |
|
|
— |
|
|
|
31,200 |
|
Ares Capital Corporation (Ares) |
|
|
— |
|
|
|
10,080 |
|
Total dividend and other investment income |
|
$ |
122,832 |
|
|
$ |
295,260 |
|
Fee income - Fee income generally consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings, income from portfolio company board attendance fees, income associated with portfolio company monitoring fees, and other miscellaneous fees. The financing fees are amortized ratably over the life of the instrument associated with the fees. The unamortized fees are carried on the Consolidated Statement of Financial Position under the line item “Deferred revenue.”
The income associated with the amortization of financing fees was $248,844 and $209,316 for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we recognized loan monitoring fees of $37,584, consisting of $20,000 from our investment in Pressure Pro, $11,589 from our investment in First Coast Mulch, and $5,995 from our investment in Autotality. Additionally, we recognized $199,453 in non-recurring fees, consisting of a prepayment fee of $167,187 from our debt investment in Mattison, a prepayment fee of $17,266 from our debt investment in Pressure Pro, and a loan modification fee of $15,000 from our investment in MRES.
During the year ended December 31, 2024, we recognized loan monitoring fees of $92,393, consisting of $28,814 from our investment in Mattison, $20,000 from our investment in FSS, $20,000 from our investment in Pressure Pro, $11,990 from our investment in Autotality, and $11,589 from our investment in First Coast Mulch. Additionally, we recognized $232,011 in non-recurring fees, consisting of a prepayment fee and loan modification fee totaling $151,229 from our debt investment in SciAps, Inc. (SciAps), a dividend consent fee and prepayment fees totaling $75,782 from our investment in Pressure Pro, and a loan modification fee of $5,000 from our investment in Lumious.
Expenses
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
Decrease |
|
|
% Decrease |
|
||||
Total expenses |
|
$ |
1,188,671 |
|
|
$ |
4,837,282 |
|
|
$ |
(3,648,611 |
) |
|
|
(75.4 |
)% |
Total expenses decreased by approximately $3,650,000 for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in expenses was primarily due to an approximately $2,577,000 decrease in the capital gains incentive fee expense, an approximately $977,000 decrease in interest expense, and an approximately $382,000 decrease in base management fees payable to RCM.
45
Table of Contents
The capital gains incentive fee benefit was ($1,565,000) during the year ended December 31, 2025 and is due to the calculation of the capital gains fee as required by GAAP. We are required under GAAP to accrue capital gains incentive fees on the basis of both net realized capital gains and losses and net unrealized gains and losses. Our capital gains incentive fee accrual reflects the capital gains incentive fees that would be payable to RCM if our entire investment portfolio was liquidated at its fair value as of the balance sheet date, even though RCM is not entitled to this capital gains incentive fee under the Investment Management Agreement with respect to unrealized gains unless and until such gains are realized. The decrease in expense during the year ended December 31, 2025 is attributable to a net increase in net unrealized depreciation in excess of realized capital gains during the period, which was primarily the result of the writedown in valuation and subsequent realized loss with respect to our investment in Tilson.
The decrease in interest expense resulted from lower average outstanding debt balances under the Credit Facility during the year ended December 31, 2025 versus the same period in 2024. Interest expense for the year ended December 31, 2025 and 2024 was $112,528 and $1,089,678, respectively.
The base management fee payable to RCM under the Investment Management Agreement is calculated based upon total assets less cash, and, as investments are exited or repaid or the fair value of our investments decline, the base management fee payable to RCM will decrease accordingly. The base management fee expense for the years ended December 31, 2025 and 2024 was $830,630 and $1,212,160, respectively.
Net Investment Income
The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the years ended December 31, 2025 and 2024 was $5,288,911 and $3,425,077, respectively.
Net Realized (Loss) Gain on Investments
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Net realized (loss) gain on sales and dispositions, before income taxes |
|
$ |
(2,001,313 |
) |
|
$ |
11,124,864 |
|
During the year ended December 31, 2025, we recognized a net realized loss of ($2,850,015) on the liquidation of our investment in Tilson. Tilson filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court, District of Delaware, and subsequently sold all of its assets.
During the year ended December 31, 2025, we sold our warrant investment in Pressure Pro and recognized a realized gain of $870,000. In addition, during the year ended December 31, 2025, we recognized a gain of $55,357 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022, and a gain of $684 from the sale of our preferred equity investment in Carolina Skiff. We also recognized a net realized loss of ($77,314) on our debt investment in Lumious and a realized loss of ($25) on our warrant investment in GoNoodle when our Series C warrant expired without being exercised.
During the year ended December 31, 2024, we sold our investment in SciAps and recognized a realized gain of $7,716,461. In addition, during the year ended December 31, 2024, we recognized a net realized gain of $3,450,092 on the sale of ACV Auctions, Inc. (ACV), a net realized gain of $598,371 on the sale of Carlyle, a net realized gain of $484,834 on the sale of Pennantpark, a net realized gain of $190,072 on the sale of FS KKR, a net realized gain of $176,794 on the sale of Ares, and a net realized gain of $59,282 on the sale of Barings. We also recognized a realized gain of $397,264 from proceeds received from Tilson, following a partial sale of certain SQF assets, and a realized gain of $23,699 from additional proceeds received from DSD Operating, LLC (DSD), an investment we exited during 2023.
During the year ended December 31, 2024, we liquidated our investment in Knoa Software, Inc. (Knoa), which was previously valued at $0, and recognized a realized loss of ($1,229,155) and liquidated our investment in Mezmeriz, Inc. (Mezmeriz), which was previously valued at $0, and recognized a realized loss of ($742,850).
46
Table of Contents
Net Change in Unrealized (Depreciation) Appreciation on Investments
The change in net unrealized (depreciation) appreciation, before income taxes, for the year ended December 31, 2025 was comprised of the following:
|
|
Year ended December 31, 2025 |
|
|
Seybert's |
|
$ |
1,051,659 |
|
SQF LLC (Verta) |
|
|
1,000,000 |
|
EFINEA |
|
|
788,235 |
|
First Coast Mulch |
|
|
484,837 |
|
BlackJet |
|
|
250,000 |
|
Mobile IV Nurses |
|
|
125,000 |
|
Carolina Skiff |
|
|
(442,755 |
) |
Pressure Pro |
|
|
(720,000 |
) |
MRES |
|
|
(1,462,419 |
) |
ITA |
|
|
(1,475,000 |
) |
FSS |
|
|
(4,229,281 |
) |
Tilson |
|
|
(6,649,985 |
) |
Total change in net unrealized (depreciation) appreciation of investments before income taxes |
|
$ |
(11,279,709 |
) |
We exited our investment in Tilson during the year ended December 31, 2025. Tilson filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court, District of Delaware, and subsequently sold all of its assets.
We also exited our investment in Pressure Pro during the year ended December 31, 2025.
In accordance with the Corporation’s valuation policy, we increased the value of our investments in Seybert’s, Verta, EFINEA, First Coast Mulch, BlackJet, and Mobile IV Nurses after a financial analysis of each of the portfolio companies indicated continued improved performance.
During the year ended December 31, 2025, the valuation of our investments in FSS, ITA, MRES, and Carolina Skiff were each decreased after a review of their operations and financial condition.
47
Table of Contents
The change in net unrealized (depreciation) appreciation, before income taxes, for the year ended December 31, 2024 was comprised of the following:
|
|
Year ended December 31, 2024 |
|
|
Knoa |
|
$ |
1,129,155 |
|
Tilson |
|
|
950,000 |
|
Mezmeriz |
|
|
742,850 |
|
Pressure Pro |
|
|
720,000 |
|
Swanson |
|
|
250,000 |
|
Barings |
|
|
(9,848 |
) |
Caitec |
|
|
(72,522 |
) |
Ares |
|
|
(153,490 |
) |
FS KKR |
|
|
(203,502 |
) |
MRES |
|
|
(716,545 |
) |
Carlyle |
|
|
(386,811 |
) |
Filterworks |
|
|
(396,226 |
) |
All About People |
|
|
(400,000 |
) |
Pennantpark |
|
|
(455,238 |
) |
First Coast Mulch |
|
|
(484,837 |
) |
Carolina Skiff |
|
|
(500,000 |
) |
FSS |
|
|
(610,000 |
) |
ITA |
|
|
(2,565,130 |
) |
ACV |
|
|
(2,900,156 |
) |
Total change in net unrealized (depreciation) appreciation of investments before income taxes |
|
$ |
(6,062,300 |
) |
We sold our investments in ACV, Ares, Barings, Carlyle, FS KKR, Knoa, Mezmeriz, and Pennantpark during the year ended December 31, 2024.
In accordance with the Corporation’s valuation policy, we increased the value of our investments in Tilson, Pressure Pro, and Swanson after a financial analysis of each of the portfolio companies indicated continued improved performance.
During the year ended December 31, 2024, the valuation of our investments in Caitec, MRES, Autotality, All About People, First Coast Mulch, Carolina Skiff, FSS, and ITA were each decreased after a review of their operations and financial condition.
All of the valuation adjustments resulted from a determination in good faith by RCM, which was subsequently approved by our Board, using the guidance set forth by ASC 820 and our established valuation policy.
Net (Decrease) Increase in Net Assets from Operations
We account for our operations under GAAP for investment companies. The principal measure of our financial performance is “Net (decrease) increase in net assets from operations” on our consolidated statements of operations. The net (decrease) increase in net assets from operations for the years ended December 31, 2025 and 2024 was ($8,039,620) and $8,827,612, respectively.
Comparison of the years ended December 31, 2024 and 2023
The comparison of the fiscal years ended December 31, 2024 and 2023 can be found in our annual report on Form 10-K for the fiscal year ended December 31, 2024 located within Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, which was filed with the Securities and Exchange Commission on March 10, 2025.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-on portfolio investments, pay distributions to our shareholders and respond to other general business demands. As of December 31, 2025, our total liquidity consisted of approximately $4,209,000 in cash and cash equivalents and approximately $19,200,000 in unused availability on our Credit Facility.
48
Table of Contents
During 2022, we entered into the Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions, if any) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, if any, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027. There was no outstanding balance drawn on the Credit Facility at December 31, 2025. Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was $19,200,000 at December 31, 2025.
Our borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At December 31, 2025, our applicable interest rate under the Credit Facility was 7.37%.
The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others covenants that prohibit, subject to certain specified exceptions, our ability to merge or consolidate with other companies, sell any material part of our assets, incur other indebtedness, incur liens on our assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires us to maintain a Tangible Net Worth (defined in the Credit Agreement as our aggregate assets, excluding intangible assets, less all of our liabilities) of not less than $50.0 million, which is measured quarterly at the end of each fiscal quarter, (ii) an asset coverage ratio covenant that requires us to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of our assets to the sum of all of our obligations for borrowed money plus all capital lease obligations) of not less than 3:1, which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires us to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than 2.5:1, which is measured quarterly on a trailing twelve-months basis. We were in compliance with these covenants as of December 31, 2025.
For the year ended December 31, 2025, we experienced a net increase in cash and cash equivalents in the amount of approximately $3,374,000, which is a net effect of approximately $11,252,000 of cash provided by our operating activities and approximately $7,878,000 used in our financing activities.
The $11,252,000 of cash provided by our operating activities during the year ended December 31, 2025, resulted primarily from net investment income of approximately $5,289,000, approximately $17,822,000 from the sales of equity investments and repayments of debt investments, and an approximately $246,000 net decrease in operating assets. This was partially offset by approximately $6,560,000 used to fund new or follow-on portfolio company investments, approximately $2,149,000 in non-cash interest income, and an approximately $3,345,000 net decrease in operating liabilities.
Net cash flow used in our financing activities during the year ended December 31, 2025 was approximately $7,878,000. This is comprised of the $600,000 repaid on the Credit Facility and approximately $7,278,000 in cash dividends paid to shareholders.
We anticipate that we will continue to fund our investment activities through cash generated through our ongoing operating activities and through borrowings under the $25 million Credit Facility. We anticipate that we will continue to exit investments. However, the timing of liquidation events with respect to our privately held investments is difficult to project.
The following table summarizes the cash estimated to be received over the next five years from existing portfolio companies based on contractual obligations as of December 31, 2025. These payments represent scheduled principal and interest payments that are due under the terms of the investment securities we own in each portfolio company and are subject to change based on factors such as conversions, restructurings and other events that may be beyond our control. It does not include the effect of equity investments, which may provide additional proceeds upon exit of the investment.
|
|
Cash Receipts due by year |
|
|||||||||||||||||
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 and beyond |
|
|||||
Scheduled cash receipts from portfolio companies |
|
$ |
13,150,000 |
|
|
$ |
23,270,000 |
|
|
$ |
13,910,000 |
|
|
$ |
8,460,000 |
|
|
$ |
6,350,000 |
|
Number of companies contributing to the scheduled cash receipts |
|
|
14 |
|
|
|
12 |
|
|
|
9 |
|
|
|
5 |
|
|
|
2 |
|
49
Table of Contents
Regulated Investment Company (RIC) Status and Distributions
We have elected U.S federal tax treatment as a RIC under Subchapter M of the Code. As long as we qualify as a RIC, we will not be subject to corporate-level U.S. federal income tax on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis.
Taxable income commonly differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
We intend to continue to declare and pay quarterly dividends to our shareholders. To avoid certain excise taxes imposed on RICs, we generally strive to distribute, during each calendar year, an amount at least equal to the sum of:
The amount of our declared dividends, as recommended by RCM and approved by our Board, is based primarily on an evaluation of our net taxable income and our capital gains, in excess of capital losses.
Contractual Obligations
The following table summarizes our contractual cash obligations and other commercial commitments as of December 31, 2025:
|
|
Payments Due by Period |
|
|||||||||||||||||
Contractual Obligations |
|
Total |
|
|
Less than one year |
|
|
2 - 3 years |
|
|
4 - 5 years |
|
|
More than 5 years |
|
|||||
Credit Facility |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks primarily consisting of risks resulting from changes in interest rates and the valuation of our investment portfolio.
Interest Rate Risk
Changes in interest rates may affect our interest expense on the debt outstanding under our Credit Facility. Our debt borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. As of December 31, 2025, all of our debt investments had fixed interest rates and were not directly impacted by changes in market interest rates.
Based on our Consolidated Statement of Financial Position as of December 31, 2025, the following table shows the approximate annualized increase (decrease) in net investment income due to hypothetical base rate changes in interest rates under our Credit Facility, assuming no changes in our borrowings as of December 31, 2025. Because we often borrow money to make investments, our net investment income is dependent upon the difference between our borrowing rate and the rate we earn on the invested proceeds borrowed. In periods of rising interest rates, the rate we earn on our debt investments with fixed interest rates will remain the same, while the interest incurred on our borrowings under the Credit Facility will increase. There was no outstanding balance drawn on our Credit Facility at December 31, 2025. See Part I, Item 1A, Risk Factors—Risks Related to Our Indebtedness—Because we often borrow money to make our investments, if there is an increase in market interest rates, our cost of capital under our Credit Facility is likely to also increase, which could reduce our net investment income.
50
Table of Contents
|
|
Impact on net investment income from a change in interest rates on our Credit Facility at: |
|
|||||||||
|
|
1% |
|
|
2% |
|
|
3% |
|
|||
Increase in interest rate |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Decrease in interest rate |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Although we believe that this analysis is indicative of our existing interest rate sensitivity under our Credit Facility at December 31, 2025, it does not adjust for changes in the credit quality, size and composition of our investment portfolio, and other business developments, including increased borrowings under our Credit Facility, that could affect our net investment income. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.
We do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our borrowed funds.
Valuation Risk
We carry our investments at fair value in accordance with FASB Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, as determined in good faith by RCM and approved by our Board. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company investment while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there are material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if our assumptions and judgments differ from results of actual liquidation events. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the value realized on these investments to be different than the valuations that are assigned. The types of factors that we may take into account in valuation of our investments include, as relevant, third party valuations, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly-traded securities, recent sales of or offers to buy comparable companies, and other relevant factors.
51
Table of Contents
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements and consolidated supplemental schedule of the Corporation and report of Independent Registered Public Accounting Firm thereon are set forth below:
Consolidated Statements of Financial Position as of December 31, 2025 and 2024 |
|
53 |
Consolidated Statements of Operations for the three years ended December 31, 2025, 2024 and 2023 |
|
54 |
Consolidated Statements of Changes in Net Assets for the three years ended December 31, 2025, 2024 and 2023 |
|
55 |
Consolidated Statements of Cash Flows for the three years ended December 31, 2025, 2024 and 2023 |
|
56 |
Consolidated Schedule of Portfolio Investments as of December 31, 2025 |
|
57 |
Consolidated Schedule of Portfolio Investments as of December 31, 2024 |
|
65 |
Financial Highlights Schedule for the five years ended December 31, 2025, 2024, 2023, 2022 and 2021 |
|
73 |
Notes to the Consolidated Financial Statements |
|
74 |
Supplemental Schedule of Consolidated Changes in Investments at Cost and Realized Gain (Loss) for the year ended December 31, 2025 |
|
96 |
Report of Independent Registered Public Accounting Firm (PCAOB ID:100) |
|
97 |
52
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31,
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Investments at fair value: |
|
|
|
|
|
|
||
Control investments (cost of $ |
|
$ |
|
|
$ |
|
||
Affiliate investments (cost of $ |
|
|
|
|
|
|
||
Non-Control/Non-Affiliate investments (cost of $ |
|
|
|
|
|
|
||
Total investments, at fair value (cost of $ |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Interest receivable (net of allowance of $ |
|
|
|
|
|
|
||
Prepaid income taxes |
|
|
|
|
|
|
||
Deferred tax asset, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS) |
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Line of credit (See Note 5) |
|
|
|
|
|
|
||
Capital gains incentive fees (See Note 9) |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Dividend payable |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders’ equity (net assets): |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Capital in excess of par value |
|
|
|
|
|
|
||
Stock dividends distributable: |
|
|
|
|
|
|
||
Treasury stock, at cost: |
|
|
( |
) |
|
|
( |
) |
Total distributable earnings |
|
|
( |
) |
|
|
|
|
Total stockholders’ equity (net assets) (per share - 2025: $ |
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity (net assets) |
|
$ |
|
|
$ |
|
||
See accompanying notes
53
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended December 31, 2025, 2024 and 2023
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Investment income: |
|
|
|
|
|
|
|
|
|
|||
Interest from portfolio companies: |
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Non-Control/Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Total interest from portfolio companies |
|
|
|
|
|
|
|
|
|
|||
Interest from other investments: |
|
|
|
|
|
|
|
|
|
|||
Non-Control/Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Total interest from other investments |
|
|
|
|
|
|
|
|
|
|||
Dividend and other investment income: |
|
|
|
|
|
|
|
|
|
|||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Non-Control/Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Total dividend and other investment income |
|
|
|
|
|
|
|
|
|
|||
Fee income: |
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
|
|
|
|
|
|
|||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Non-Control/Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|||
Total fee income |
|
|
|
|
|
|
|
|
|
|||
Total investment income |
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Base management fee (see Note 9) |
|
|
|
|
|
|
|
|
|
|||
Income based incentive fees (see Note 9) |
|
|
|
|
|
|
|
|
|
|||
Capital gains incentive fees (see Note 9) |
|
|
( |
) |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Professional fees |
|
|
|
|
|
|
|
|
|
|||
Stockholders and office operating |
|
|
|
|
|
|
|
|
|
|||
Directors' fees |
|
|
|
|
|
|
|
|
|
|||
Administrative fees |
|
|
|
|
|
|
|
|
|
|||
Insurance |
|
|
|
|
|
|
|
|
|
|||
Corporate development |
|
|
|
|
|
|
|
|
|
|||
Bad debt expense |
|
|
|
|
|
|
|
|
|
|||
Total expenses |
|
|
|
|
|
|
|
|
|
|||
Net investment income before income taxes |
|
|
|
|
|
|
|
|
|
|||
Income tax (benefit) expense, including excise tax expense |
|
|
( |
) |
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized (loss) gain on sales and dispositions of investments: |
|
|
|
|
|
|
|
|
|
|||
Affiliate investments |
|
|
( |
) |
|
|
|
|
|
|
||
Non-Control/Non-Affiliate investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net realized (loss) gain on sales and dispositions of investments, before income taxes |
|
|
( |
) |
|
|
|
|
|
|
||
Income tax expense |
|
|
|
|
|
|
|
|
|
|||
Net realized (loss) gain on sales and dispositions of investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net change in unrealized appreciation/depreciation on investments: |
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Affiliate investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Non-Control/Non-Affiliate investments |
|
|
|
|
|
( |
) |
|
|
|
||
Change in unrealized appreciation/depreciation before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Deferred income tax expense (benefit) |
|
|
|
|
|
( |
) |
|
|
|
||
Net change in unrealized appreciation/depreciation on investments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net realized and unrealized (loss) gain on investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net (decrease) increase in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|||
Basic and diluted net (decrease) increase in net assets from operations per share |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
See accompanying notes
54
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For The Years Ended December 31, 2025, 2024 and 2023
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net assets at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|||
Net realized (loss) gain on sales and dispositions of investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net change in unrealized appreciation/depreciation on investments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net (decrease) increase in net assets from operations |
|
|
( |
) |
|
|
|
|
|
|
||
Declaration of dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock dividends distributable |
|
|
— |
|
|
|
|
|
|
— |
|
|
Net assets at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes
55
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 2025, 2024 and 2023
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net (decrease) increase in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net (decrease) increase in net assets to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|||
Investments in portfolio companies |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of portfolio investments |
|
|
|
|
|
|
|
|
|
|||
Proceeds from loan repayments |
|
|
|
|
|
|
|
|
|
|||
Net realized loss (gain) on portfolio investments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Change in unrealized appreciation/depreciation on investments |
|
|
|
|
|
|
|
|
( |
) |
||
Deferred tax expense (benefit) |
|
|
|
|
|
|
|
|
( |
) |
||
Amortization |
|
|
|
|
|
|
|
|
|
|||
Original issue discount accretion |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash conversion of debenture interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash conversion of loan modification fee |
|
|
( |
) |
|
|
|
|
|
|
||
Change in interest receivable allowance |
|
|
|
|
|
|
|
|
|
|||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in interest receivable |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Decrease in other assets |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in prepaid income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Increase (decrease) in accounts payable and accrued liabilities |
|
|
|
|
|
( |
) |
|
|
|
||
(Decrease) increase in due to investment adviser |
|
|
( |
) |
|
|
|
|
|
|
||
(Decrease) increase in capital gains incentive fees payable |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
(Decrease) increase in deferred revenue |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Total adjustments |
|
|
|
|
|
|
|
|
( |
) |
||
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
( |
) |
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Net (repayment of) proceeds from line of credit |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Payment of cash dividend |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
|
|
||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
|
|
|
|
|
|
|
|
|
|||
End of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental disclosure of non-cash financing activities |
|
|
|
|
|
|
|
|
|
|||
Fair value of common stock dividend declared |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash dividend declared but not paid |
|
|
|
|
|
|
|
|
|
|||
See accompanying notes
56
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Non-Control/Non-Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Caitec, Inc. (k)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
www.caitec.com |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
Total Caitec |
|
|
|
|
|
|
|
|
|
|
|
|
||
GoNoodle, Inc. (k)(q) |
|
$ |
|
|
< |
|
|
|
|
|
|
|
||||
education software providing core aligned |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
physical activity breaks. (Software) |
|
Total GoNoodle |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.gonoodle.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
OnCore Golf Technology, Inc. (g)(q) |
|
|
|
|
|
|
|
|
|
|
||||||
Open Exchange, Inc. (g)(q) |
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln, MA. Online presentation and |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
training software. (Software) |
|
Total Open Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
PostProcess Technologies, Inc. (g)(q) |
|
|
|
< |
|
|
|
|
|
— |
|
|
||||
SQF LLC d/b/a Verta (g)(q) |
|
|
|
|
|
— |
|
|
|
|
|
|||||
Portland, ME. Develops and operates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
innovative pole and tower solutions for 5G |
|
Total SQF LLC |
|
|
|
|
|
|
|
|
|
|
|
|
||
& wireless telecom transmission. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
(Professional and Business Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.vertawireless.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Applied Image, Inc. (q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
imaged optical components and calibration |
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
standards for a wide range of industries and |
|
Total Applied Image |
|
|
|
|
|
|
|
|
|
|
|
|
||
applications. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.appliedimage.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Autotality (formerly Filterworks Acquisition USA, LLC) (g)(k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
equipment, frame repair machines and paint |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
booth filter services for collision shops. |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
(Automotive) |
|
Total Autotality |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.autotality.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
57
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Bauer Sheet Metal and Fabricating Inc. |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Muskegon, MI. Sheet metal fabricator and installer. (Manufacturing) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.bauersheetmetal.com |
|
Total Bauer |
|
|
|
|
|
|
|
|
|
|
|
|
||
BlackJet Direct Marketing, LLC (k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
agency specializing in the travel/tourism, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
home services and legal services markets. |
|
Total BlackJet Direct Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||
(Marketing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.blackjetmarketing.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (h)(k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
Total BMP Food Service Supply |
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Swanson Holdco, LLC (k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Professional and Business Services) |
|
Preferred Membership Interest for |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Total BMP Swanson |
|
|
|
|
|
|
|
|
|
|
|
|
||
Carolina Skiff LLC (g)(o)(q) |
|
|
|
|
|
|
|
|
|
|
||||||
fishing and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.carolinaskiff.com |
|
Total Carolina Skiff |
|
|
|
|
|
|
|
|
|
|
|
|
||
FCM Industries Holdco LLC (k)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
installation company that serves a range |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
(Professional and Business Services) |
|
Total FCM Industries |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.firstcoastmulch.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Highland All About People Holdings, Inc. (k)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Phoenix, AZ. Full-service staffing and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
executive search firm with a focus on the |
|
Total Highland All About People |
|
|
|
|
|
|
|
|
|
|
|
|
||
healthcare industry. |
|
(j) Interest Receivable $ |
|
|
|
|
|
|
|
|
|
|
|
|
||
Inter-National Electronic Alloys LLC |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Oakland, NJ. Stocking distributor of |
|
|
|
|
|
|
|
|
|
|
|
|
||||
controlled expansion alloys, electronic grade |
|
Total EFINEA |
|
|
|
|
|
|
|
|
|
|
|
|
||
nickels, refractory grade metals and alloys, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mobile RN Holdings LLC d/b/a Mobile IV Nurses (k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Phoenix, AZ. IV hydration therapy service |
|
|
|
|
|
|
|
|
|
|
|
|
||||
provider. (Health and Wellness) |
|
Total Mobile IV Nurses |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.mobileivnurses.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
58
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Mountain Regional Equipment Solutions (g)(h)(k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
safety, fluid transfer, and custom fabrication |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
products. (Distribution) |
|
Warrant for |
|
|
|
|
|
|
|
|
— |
|
|
|
||
www.mountainregionaleq.com |
|
Total Mountain Regional Equipment Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||
Seybert’s Billiards Corporation |
|
|
|
|
|
|
|
|
|
|
||||||
d/b/a The Rack Group (g)(q) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
Coldwater, MI. Billiard supplies. |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
(Consumer Product) |
|
Total Seybert’s |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.seyberts.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ITA Acquisition, LLC (h)(k)(o)(q) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total ITA |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Control Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
TOTAL INVESTMENTS – |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
OTHER ASSETS IN EXCESS OF LIABILITIES - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
NET ASSETS – |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
||
See accompanying notes
59
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Notes to the Consolidated Schedule of Portfolio Investments
60
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Investments in and Advances to Affiliates
Company |
|
Type of Investment |
|
January 1, 2025, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
December 31, 2025, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Interest/ |
|
|||||||
Control Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ITA Acquisition, LLC |
|
$ |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
$ |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total ITA |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Control Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Image, Inc. |
|
$ |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total Applied Image |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Autotality (formerly Filterworks Acquisition USA, LLC) |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total Autotality |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Bauer Sheet Metal and Fabricating Inc. |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
Total Bauer |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
BlackJet Direct Marketing, LLC |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total BlackJet |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
BMP Food Service Supply Holdco, LLC |
|
$ |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
Total FSS |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
BMP Swanson Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Preferred Membership Interest for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
Total BMP Swanson |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Carolina Skiff LLC |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
Total Carolina Skiff |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
||||
FCM Industries Holdco LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
$ |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total FCM |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
See accompanying notes
61
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Company |
|
Type of Investment |
|
January 1, 2025, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
December 31, 2025, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Interest/ |
|
|||||||
Highland All About People Holdings, Inc. |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total All About People |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Inter-National Electronic Alloys |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
LLC |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total EFINEA |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Microcision LLC |
|
Membership Interest Purchase Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Mobile RN Holdings LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total Mobile IV Nurses |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Mountain Regional Equipment Solutions |
|
$ |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total MRES |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Pressure Pro, Inc. |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
||
|
|
Total Pressure Pro |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
||||
Seybert’s Billiards Corporation |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total Seybert’s |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||||
Tilson Technology |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|||
Management, Inc. |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
Total Tilson |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
||
|
|
Total Affiliate Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
Total Control and Affiliate Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes
62
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.
See accompanying notes
63
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2025 (Continued)
Industry Classification |
|
Percentage of Total Investments (at fair value) as of December 31, 2025 |
|
|
Professional and Business Services |
|
|
% |
|
Manufacturing |
|
|
|
|
Distribution |
|
|
|
|
Consumer Product |
|
|
|
|
Automotive |
|
|
|
|
Health and Wellness |
|
|
|
|
Marketing |
|
|
|
|
Software |
|
|
|
|
Total Investments |
|
|
% |
|
See accompanying notes
64
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Non-Control/Non-Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Caitec, Inc. (e)(l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Caitec |
|
|
|
|
|
|
|
|
|
|
|
|
||
GoNoodle, Inc. (l)(p) |
|
$ |
|
|
< |
|
|
|
|
|
|
|
||||
software providing core aligned physical |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
activity breaks. (Software) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.gonoodle.com |
|
Total GoNoodle |
|
|
|
|
|
|
|
|
|
|
|
|
||
HDI Acquisition LLC d/b/a Hilton Displays (l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
and maintenance of signage and brands. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.hiltondisplays.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lumious (Tech 2000, Inc.) (p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
training. (Software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.t2000inc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mattison Avenue Holdings LLC (p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Mountain Regional Equipment Solutions (m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Salt Lake City, UT. Provider of maintenance, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
safety, fluid transfer, and custom fabrication |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
products. (Distribution) |
|
Total Mountain Regional Equipment Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||
OnCore Golf Technology, Inc. (e)(p) |
|
|
|
|
|
|
|
|
|
|
||||||
Open Exchange, Inc. (e)(p) |
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln, MA. Online presentation and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
training software. (Software) |
|
Total Open Exchange |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.openexc.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
65
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
PostProcess Technologies, Inc. (e)(p) |
|
|
|
< |
|
|
|
|
|
— |
|
|
||||
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Affiliate Investments – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Applied Image, Inc. (l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
standards for a wide range of industries and |
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
applications. (Manufacturing) |
|
Total Applied Image |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.appliedimage.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (h)(l)(m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
commercial kitchen renovations and new |
|
|
|
|
|
|
|
|
|
|
|
|
||||
builds. (Professional and Business Services) |
|
Total BMP Food Service Supply |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.foodservicesupply.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BMP Swanson Holdco, LLC (m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
a variety of fire protection systems. |
|
Preferred Membership Interest for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.swansonfire.com |
|
Total BMP Swanson |
|
|
|
|
|
|
|
|
|
|
|
|
||
Carolina Skiff LLC (e)(m)(p) |
|
|
|
|
|
|
|
|
|
|
||||||
fishing and pleasure boats. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
FCM Industries Holdco LLC (l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
installation company that serves a range |
|
$ |
|
|
|
|
|
|
|
|
— |
|
|
|
||
(Professional and Business Services) |
|
Total FCM Industries |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.firstcoastmulch.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Filterworks Acquisition USA, LLC d/b/a Autotality (h)(l)(m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
booth filter services for collision shops. |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
(Automotive) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
www.autotality.com |
|
Total Filterworks |
|
|
|
|
|
|
|
|
|
|
|
|
||
Highland All About People Holdings, Inc. (l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Phoenix, AZ. Full-service staffing and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
executive search firm with a focus on the |
|
Total Highland All About People |
|
|
|
|
|
|
|
|
|
|
|
|
||
healthcare industry. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Inter-National Electronic Alloys LLC |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Oakland, NJ. Stocking distributor of |
|
|
|
|
|
|
|
|
|
|
|
|
||||
controlled expansion alloys, electronic grade |
|
Total EFINEA |
|
|
|
|
|
|
|
|
|
|
|
|
||
nickels, refractory grade metals and alloys, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
See accompanying notes
66
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Company, Geographic Location, Business Description, (Industry) and Website |
|
(a) |
|
(b) |
|
(c) |
|
Cost |
|
|
(d)(f) |
|
|
Percent of Net Assets |
||
Mobile RN Holdings LLC d/b/a Mobile IV Nurses (l)(m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Phoenix, AZ. IV hydration therapy service |
|
|
|
|
|
|
|
|
|
|
|
|
||||
provider. (Health and Wellness) |
|
Total Mobile IV Nurses |
|
|
|
|
|
|
|
|
|
|
|
|
||
www.mobileivnurses.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pressure Pro, Inc. (h)(l)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
tire pressure monitoring systems consisting |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
of a suite of proprietary hardware |
|
Total Pressure Pro |
|
|
|
|
|
|
|
|
|
|
|
|
||
and software. (Manufacturing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
www.pressurepro.us |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Seybert’s Billiards Corporation |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
(Consumer Product) |
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
www.seyberts.com |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Warrant for |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Total Seybert’s |
|
|
|
|
|
|
|
|
|
|
|
|
||
Tilson Technology Management, Inc. (p) |
|
* |
|
|
|
|
|
|
|
|
|
|||||
Portland, ME. Provides network deployment |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
construction and information system services |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
management for cellular, fiber optic and |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|||
wireless systems providers. Its affiliated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
entity, SQF, LLC is a CLEC supporting |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|||
small cell 5G deployment. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
www.tilsontech.com |
|
Total Tilson |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Affiliate Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
ITA Acquisition, LLC (l)(m)(p) |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
Total ITA |
|
|
|
|
|
|
|
|
|
|
|
|
||
Subtotal Control Investments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
TOTAL INVESTMENTS – |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||
LIABILITIES IN EXCESS OF OTHER ASSETS - ( |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
NET ASSETS – |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
||
See accompanying notes
67
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Notes to the Consolidated Schedule of Portfolio Investments
68
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Investments in and Advances to Affiliates
Company |
|
Type of Investment |
|
January 1, 2024, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
December 31, 2024, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Interest/ |
|
|||||||
Control Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ITA Acquisition, LLC |
|
$ |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
|
|
$ |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total ITA |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Control Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Affiliate Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Image, Inc. |
|
$ |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
|
|
Warrant for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Total Applied Image |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
BMP Food Service Supply Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
Total FSS |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
BMP Swanson Holdco, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
Preferred Membership Interest for |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total BMP Swanson |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Carolina Skiff LLC |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
DSD Operating, LLC |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
Total DSD |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
FCM Industries Holdco LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
$ |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
|
|
Total FCM |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Filterworks Acquisition USA, LLC |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
Total Filterworks |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
Highland All About People Holdings, Inc. |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total All About People |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Inter-National Electronic Alloys |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
LLC |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total INEA |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
See accompanying notes
69
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Company |
|
Type of Investment |
|
January 1, 2024, Fair Value |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Gross Additions |
|
|
Gross Reductions |
|
|
December 31, 2024, Fair Value |
|
|
Net Realized Gains (Losses) |
|
|
Interest/ |
|
|||||||
Knoa Software, Inc. |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|||
|
|
Total Knoa |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
Mezmeriz, Inc. |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
Mobile RN Holdings LLC |
|
$ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Mobile IV Nurses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Pressure Pro, Inc. |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Total Pressure Pro |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||||
SciAps, Inc. |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|||
|
|
Warrant to purchase Series D-1 Preferred. |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
||
|
|
Total SciAps |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
Seybert’s Billiards Corporation |
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
$ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
Warrant for |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
Total Seybert’s |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Tilson Technology |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Management, Inc. |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
|
|
Total Tilson |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Total Affiliate Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Total Control and Affiliate Investments |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||
See accompanying notes
70
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.
See accompanying notes
71
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2024 (Continued)
Industry Classification |
|
Percentage of Total Investments (at fair value) as of December 31, 2024 |
|
|
Professional and Business Services |
|
|
% |
|
Consumer Product |
|
|
|
|
Manufacturing |
|
|
|
|
Distribution |
|
|
|
|
Software |
|
|
|
|
Automotive |
|
|
|
|
Health and Wellness |
|
|
|
|
Total Investments |
|
|
% |
|
See accompanying notes
72
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS SCHEDULE
For the Five Years Ended December 31, 2025, 2024, 2023, 2022 and 2021
The following is a schedule of financial highlights for the years ended:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||||
Per Share Data: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net asset value, beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net investment income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net realized (losses) gains |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized appreciation/depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net (decrease) increase in net assets from operations |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Effect of the stock dividend |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Declaration of cash dividend |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Decrease) increase in net assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net asset value, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Per share market value, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total return based on market value (2) |
|
|
( |
%) |
|
|
% |
|
|
% |
|
|
( |
)% |
|
|
% |
|||
Total return based on net asset value (3) |
|
|
( |
%) |
|
|
% |
|
|
% |
|
|
( |
)% |
|
|
% |
|||
Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Ratio of expenses before income taxes to average net assets |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Ratio of expenses including taxes to average net assets |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Ratio of net investment income (loss) to average net assets |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
( |
)% |
||||
Portfolio turnover |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total amount of senior securities outstanding, exclusive of treasury securities |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|||
Asset coverage per unit (4) |
|
N/A |
|
|
|
|
|
% |
|
|
|
N/A |
|
|||||||
73
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Rand Capital Corporation (“Rand” or the “Corporation”) was incorporated under the laws of New York in 1969. Beginning in 1971, Rand operated as a publicly traded, closed-end, management company that was registered under Section 8 of the Investment Company Act of 1940 (the “1940 Act”).
In 2001, Rand elected to be regulated as a business development company (“BDC”) under the 1940 Act. As a BDC, Rand is required to comply with certain regulatory requirements specified in the 1940 Act. For instance, it generally has to invest at least
In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $
Rand is an externally managed, closed-end, non-diversified management investment company. In connection with the completion of the Transaction, Rand shifted to an investment strategy focused on higher yielding debt investments and elected U.S. Federal tax treatment as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain qualification as a RIC, Rand must, among other things, meet certain source of income and asset diversification requirements. As of December 31, 2025, Rand was in compliance with the RIC requirements. As a RIC, Rand generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that it timely distributes to its shareholders as dividends. In addition, as a RIC, Rand must distribute annually to shareholders at least
The Board of Directors declared the following dividends during the year ended December 31, 2025:
Quarter |
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
Type |
|
1st |
|
$ |
|
|
|
|
Quarterly |
|||
2nd |
|
$ |
|
|
|
|
Quarterly |
|||
3rd |
|
$ |
|
|
|
|
Quarterly |
|||
4th |
|
$ |
|
|
|
|
Quarterly |
|||
4th |
|
$ |
|
|
|
|
Special |
|||
74
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Board of Directors declared the following dividends during the year ended December 31, 2024:
Quarter |
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
Type |
|
1st |
|
$ |
|
|
|
|
Quarterly |
|||
2nd |
|
$ |
|
|
|
|
Quarterly |
|||
3rd |
|
$ |
|
|
|
|
Quarterly |
|||
4th |
|
$ |
|
|
|
|
Quarterly |
|||
On December 5, 2024, Rand’s Board of Directors declared a dividend of $
In order to continue to qualify as a RIC, Rand holds several of its equity investments in holding companies that facilitate a tax structure that is advantageous to the RIC election. Rand has the following wholly-owned blocker companies in place at December 31, 2025: Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. (the “Blocker Corps”). These subsidiaries are consolidated using United States generally accepted accounting principles (“GAAP”) for financial reporting purposes.
The following discussion describes the operations of Rand and its wholly owned subsidiaries Rand Sub, Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. (collectively, the “Corporation”).
On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the U.S. Securities and Exchange Commission (the “SEC”) that superseded all prior co-investment exemptive relief order issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board of Directors make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board of Directors oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officers will provide reporting to the Board of Directors regarding compliance with such policies and procedures.
Basis of Presentation - The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to Regulation S-X and Regulation S-K. The Corporation is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946, Financial Services— Investment Companies.
Principles of Consolidation - The consolidated financial statements include the accounts of Rand and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents – Cash represents cash on hand and demand deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash may be held in a money market fund from time to time, which is a Level 1 security. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) or Securities Investor Protection Corporation (SIPC) limitations.
Fair Value of Financial Instruments – The carrying amounts reported in the consolidated statement of financial position of cash and cash equivalents, interest receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term nature of these financial instruments.
Investment Classification – In accordance with the provisions of the 1940 Act, the Corporation classifies its investments by level of control. Under the 1940 Act “Control Investments” are investments in companies that the Corporation is deemed to “Control”
75
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
if it owns more than
Investments - Investments are valued at fair value as determined in good faith by RCM and approved by Rand’s Board of Directors. The Corporation generally invests in loan, debt, and equity instruments and there is no single standard for determining fair value of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there may be material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if the Corporation’s assumptions and judgments differ from results of actual liquidation events. The Corporation analyzes and values each investment quarterly and records unrealized depreciation for an investment that it believes has become impaired, including where collection of a loan or debt security or realization of the recorded value of an equity security is doubtful. Conversely, the Corporation will record unrealized appreciation if it believes that an underlying portfolio company has appreciated in value and, therefore, the Corporation’s equity securities in the underlying portfolio company have also appreciated in value. Additionally, the Corporation continues to assess any material risks associated with this fair value determination, including risks associated with material conflicts of interest. Under the valuation policy of the Corporation, unrestricted publicly traded securities are valued at the closing price for these securities on the last trading day of the reporting period. (See Note 2—Investments).
Qualifying Assets - As of December 31, 2025, the Corporation’s portfolio of investments only included qualifying assets as defined in Section 55(a) of the 1940 Act. The Corporation’s qualifying assets consist of qualifying investments in privately held businesses, principally based in the United States.
Revenue Recognition - Interest Income - Interest income is recognized on the accrual basis except where the investment is in default or where receipt of such interest is otherwise presumed to be in doubt. In such cases, interest is recognized at the time of receipt. A reserve for possible losses on interest receivable is maintained when appropriate. The reserve for possible losses of interest receivable was $
The Corporation holds debt securities in its investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. For investments with PIK interest, the Corporation will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. Loans that are on non-accrual status remain in such status until the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current. As of December 31, 2025, three of the Corporation’s debt investments were on non-accrual status with a cost of $
Revenue Recognition - Dividend Income – The Corporation may receive cash distributions from portfolio companies that are limited liability companies or corporations, and these distributions are classified as dividend income on the consolidated statement of operations. Dividend income is recognized on an accrual basis for private portfolio companies only upon declaration or when a contractual obligation arises and the amount is reasonably determinable, or on the ex-dividend date for publicly traded portfolio companies.
The Corporation may hold preferred equity securities that contain cumulative dividend provisions. Cumulative dividends are recorded as dividend income, if declared and deemed collectible, and any dividends in arrears are recognized into income and added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed.
Revenue Recognition - Fee Income – Consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings, income associated with portfolio company monitoring fees, income associated with early repayment fees and income associated with portfolio company loan modification fees. The income associated with the amortization of financing fees was $
76
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2023, respectively, and is estimated to be approximately $
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Investments - Amounts reported as realized gains and losses are measured by the difference between the proceeds from the sale or exchange and the cost basis of the investment without regard to unrealized gains or losses recorded in prior periods. The cost of securities that have, in management’s judgment, become worthless are written off and reported as realized losses when appropriate. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Original Issue Discount – Investments may include “original issue discount”, or OID. This occurs when the Corporation purchases a warrant and a note from a portfolio company simultaneously, which requires an allocation of a portion of the purchase price to the warrant and reduces the purchase price allocated to the note by an equal amount in the form of a note discount or OID. The note is reported net of the OID and the OID is accreted into interest income over the life of the loan. The Corporation recognized $
Net Assets per Share - Net assets per share are based on the number of shares of common stock outstanding. There are no common stock equivalents outstanding.
Supplemental Cash Flow Information - Net income taxes (refunded) paid during the years ended December 31, 2025, 2024 and 2023 amounted to ($
During the year ended December 31, 2024, the Corporation declared a common stock dividend of $
Concentration of Credit and Market Risk – The Corporation’s financial instruments potentially subject it to concentrations of credit risk. Cash and cash equivalents are invested with banks in amounts which, at times, exceed insured limits. The Corporation does not anticipate non-performance by such banks.
The following are the concentrations of the top five portfolio company values to the fair value of the Corporation’s total investment portfolio:
|
|
December 31, 2025 |
|
|
Inter-National Electronic Alloys LLC (EFINEA) |
|
|
% |
|
Caitec, Inc. (Caitec) |
|
|
% |
|
FCM Industries Holdco LLC (First Coast Mulch) |
|
|
% |
|
Highland All About People Holdings, Inc. (All About People) |
|
|
% |
|
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
% |
|
|
|
December 31, 2024 |
|
|
Tilson Technology Management, Inc. (Tilson) |
|
|
% |
|
Seybert’s Billiards Corporation (Seybert’s) |
|
|
% |
|
FSS |
|
|
% |
|
Mattison Avenue Holdings LLC (Mattison) |
|
|
% |
|
Caitec |
|
|
% |
|
77
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Segment Reporting - In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Corporation has determined that it has a single operating and reporting segment. As a result, the Corporation’s segment accounting policies are the same as described herein and the Corporation does not have any intra-segment sales and transfers of assets.
Income Taxes - The Corporation reviews the tax positions it has taken to determine if they meet the “more likely than not threshold” for the benefit of the tax position to be recognized in the financial statements. A tax position that fails to meet the more likely than not recognition threshold will result in either a reduction of a current or deferred tax asset or receivable, or the recording of a current or deferred tax liability. (See Note 4—Income Taxes).
Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements - In December 2023, FASB issued , “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning January 1, 2025, and the Corporation
NOTE 2. – INVESTMENTS
The Corporation’s investments are carried at fair value in accordance with FASB Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.
Loan investments are defined as traditional loan financings typically with no equity features or required equity co-investment. Debt investments are defined as debt financings that include one or more equity features such as conversion rights, stock purchase warrants, and/or stock purchase options. Equity investments are direct investments into a portfolio company and may include preferred stock, common stock, warrants and limited liability company membership interests.
The Corporation uses several approaches to determine the fair value of an investment. The main approaches are:
78
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ASC 820 classifies the inputs used to measure fair value into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, used in the Corporation’s valuation at the measurement date. Under the valuation policy, the Corporation values unrestricted publicly traded companies, categorized as Level 1 investments, at the closing price on the last trading day of the reporting period.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable and significant inputs to determining the fair value.
Financial assets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Any changes in estimated fair value are recorded in the statement of operations.
At December 31, 2025 and 2024, all of the Corporation’s investments were Level 3 investments. There were
In the valuation process, the Corporation values restricted securities, categorized as Level 3 investments, using information from these portfolio companies, and, when considered appropriate, third-party valuation inputs, which may include:
The valuation may be reduced if a portfolio company’s performance and potential have deteriorated significantly. If the factors that led to a reduction in valuation are overcome, the valuation may be adjusted accordingly.
Equity Securities
Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.
The significant unobservable inputs used in the fair value measurement of the Corporation’s equity investments are EBITDA and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, the Corporation’s portfolio companies are typically privately-held, lower middle market companies, and these industry standards may be adjusted to more closely match the specific financial and operational characteristics of the portfolio company. Due to the nature of
79
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic and unrelated new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and the Corporation, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.
When appropriate the Black-Scholes pricing model is used to estimate the fair value of warrants for accounting purposes. This model requires the use of highly subjective inputs including expected volatility and expected life, in addition to variables for the valuation of minority equity positions in small private and early stage companies. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.
For investments made within the last year, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.
Loan and Debt Securities
The significant unobservable inputs used in the fair value measurement of the Corporation’s loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability of principal recovery of the investment. The Corporation’s loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.
The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of December 31, 2025:
Investment Type |
|
Market Approach |
|
|
Market Approach |
|
|
Market Approach |
|
|
Market Approach Transaction Pricing |
|
|
Totals |
|
|||||
Non-Control/Non-Affiliate Equity |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-Control/Non-Affiliate Loan and Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total Non-Control/Non-Affiliate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Affiliate Equity |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Affiliate Loan and Debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total Affiliate |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Control Equity |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Control Debt |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Control |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Level 3 Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Range |
|
4-14.7X |
|
|
1X |
|
|
3.9X |
|
|
Not Applicable |
|
|
|
|
|||||
Unobservable Input |
|
EBITDA Multiple |
|
|
Asset Value |
|
|
Revenue Multiple |
|
|
Transaction Price |
|
|
|
|
|||||
Weighted Average |
|
6.1 X |
|
|
1X |
|
|
3.9X |
|
|
Not Applicable |
|
|
|
|
|||||
80
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at December 31, 2025:
|
|
|
|
|
Fair Value Measurements at Reported Date Using |
|
||||||||||
Description |
|
December 31, 2025 |
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant |
|
|
Other Significant |
|
||||
Loan investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Debt investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Equity investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
81
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the year ended December 31, 2025:
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
Description |
|
Loan Investments |
|
|
Debt |
|
|
Equity |
|
|
Total |
|
||||
Ending balance December 31, 2024, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Realized (losses) gains included in net change in net assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Carolina Skiff LLC (Carolina Skiff) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
GoNoodle, Inc. (GoNoodle) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Lumious |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Microcision, LLC (Microcision) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Pressure Pro, Inc. (Pressure Pro) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Tilson Technology Management, Inc. (Tilson) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Unrealized (losses) gains included in net change in net assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
BlackJet Direct Marketing, LLC (BlackJet) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Carolina Skiff |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
FCM Industries Holdco LLC (First Coast Mulch) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Inter-National Electronic Alloys LLC (EFINEA) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
ITA Acquisition, LLC (ITA) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Mobile RN Holdings LLC (Mobile IV Nurses) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Mountain Regional Equipment Solutions (MRES) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Pressure Pro |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Seybert’s Billiards Corporation (Seybert’s) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
SQF LLC (Verta) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Tilson |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Autotality (formerly Filterworks Acquisition USA, LLC) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Bauer Sheet Metal and Fabricating Inc. (Bauer) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
BlackJet |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
BMP Swanson Holdco, LLC (Swanson) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Caitec, Inc. (Caitec) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Carolina Skiff |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
EFINEA |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
First Coast Mulch |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
FSS |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
GoNoodle |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Highland All About People Holdings, Inc. (All About People) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
ITA |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Mobile IV Nurses |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
MRES |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Pressure Pro |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Seybert’s |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total purchases of securities/changes to securities/non-cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
82
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
Description |
|
Loan Investments |
|
|
Debt |
|
|
Equity |
|
|
Total |
|
||||
Repayments and sales of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Carolina Skiff |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
HDI Acquisition LLC (Hilton Displays) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Lumious |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Mattison Avenue Holdings LLC (Mattison) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Microcision |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Pressure Pro |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Seybert's |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total repayments and sales of securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers within Level 3 |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Ending Balance December 31, 2025, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of December 31, 2024:
Investment Type |
|
Market Approach |
|
|
Market Approach |
|
|
Market Approach |
|
|
Market Approach Transaction Pricing |
|
|
Totals |
|
|||||
Non-Control/Non-Affiliate Equity |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Non-Control/Non-Affiliate Loan and Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total Non-Control/Non-Affiliate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Affiliate Equity |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Affiliate Loan and Debt |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total Affiliate |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Control Equity |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Control Debt |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Control |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Level 3 Investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Range |
|
4-10X |
|
|
1X |
|
|
3.5X |
|
|
Not Applicable |
|
|
|
|
|||||
Unobservable Input |
|
EBITDA Multiple |
|
|
Asset Value |
|
|
Revenue Multiple |
|
|
Transaction Price |
|
|
|
|
|||||
Weighted Average |
|
5.5 X |
|
|
1X |
|
|
3.5X |
|
|
Not Applicable |
|
|
|
|
|||||
The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at December 31, 2024:
|
|
|
|
|
Fair Value Measurements at Reported Date Using |
|
||||||||||
Description |
|
December 31, 2024 |
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant |
|
|
Other Significant |
|
||||
Loan investments |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Debt investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Equity investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
83
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the year ended December 31, 2024:
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
Description |
|
Loan Investments |
|
|
Debt |
|
|
Equity |
|
|
Total |
|
||||
Ending Balance December 31, 2023, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Realized gains (losses) included in net change in net assets from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
DSD Operating, LLC (DSD) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Knoa Software, Inc. (Knoa) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Mezmeriz, Inc. (Mezmeriz) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
SciAps, Inc. (SciAps) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Tilson Technology Management, Inc. (Tilson) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Unrealized gains (losses) included in net change in net assets from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
BMP Food Service Supply Holdco, LLC (FSS) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
BMP Swanson Holdco, LLC (Swanson) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Caitec, Inc. (Caitec) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Carolina Skiff LLC (Carolina Skiff) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Filterworks Acquisition USA, LLC (Filterworks) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
FCM Industries Holdco LLC (First Coast Mulch) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Highland All About People Holdings, Inc. (All About People) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
ITA Acquisition, LLC (ITA) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Knoa |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Mezmeriz |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Mountain Regional Equipment Solutions (MRES) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Pressure Pro, Inc. (Pressure Pro) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Tilson |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Purchases of securities/changes to securities/non-cash conversions: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
All About People |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Caitec |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Filterworks |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
First Coast Mulch |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
FSS |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
GoNoodle, Inc. (GoNoodle) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
HDI Acquisition LLC (Hilton Displays) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Inter-National Electronic Alloys LLC (EFINEA) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
ITA |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Mattison Avenue Holdings LLC (Mattison) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Mobile RN Holdings LLC (Mobile IV Nurses) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
MRES |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Pressure Pro |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Seybert’s Billiards Corporation (Seybert’s) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total purchases of securities/changes to securities/non-cash conversions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayments and sale of securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
DSD |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Filterworks |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
FSS |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Mattison |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Nailbiter, Inc. (Nailbiter) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Pressure Pro |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
SciAps |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tilson |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total repayments and sale of securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending Balance December 31, 2024, of Level 3 Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
84
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. - OTHER ASSETS
Other assets was comprised of the following at December 31:
|
|
2025 |
|
|
2024 |
|
||
Deferred financing fees, net |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Dividends receivable |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
NOTE 4. - INCOME TAXES
The Corporation elected to be treated, for income tax purposes, as a RIC for the 2025, 2024 and 2023 tax years under Subchapter M of the Code. As a result, the Corporation did
Distributions from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-tax differences, including non-deductible taxes and the tax treatment of earnings from the subsidiaries, have no impact on net assets.
The following differences were reclassified for tax purposes for the years ended December 31, 2025 and December 31, 2024:
|
|
2025 |
|
|
2024 |
|
||
Increase (decrease) in capital in excess of par value |
|
$ |
|
|
$ |
( |
) |
|
(Decrease) increase in total distributable earnings |
|
|
( |
) |
|
|
|
|
The Corporation’s permanent book-to-tax reclassifications for 2025 are an estimate and will not be finalized until the Corporation files its 2025 federal income tax returns in 2026. Therefore, the Corporation’s actual permanent book-to tax reclassifications may be different than this estimate.
Taxable income generally differs from net increase (decrease) in net assets for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized appreciation (depreciation) on investments, as investment gains and losses are not included in taxable income until they are realized.
85
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table reconciles the net (decrease) increase in net assets resulting from operations to taxable income for the years ended December 31, 2025 and December 31, 2024:
|
|
2025 |
|
|
2024 |
|
||
Net (decrease) increase in net assets resulting from operations |
|
$ |
( |
) |
|
$ |
|
|
Net change in unrealized depreciation on investments |
|
|
|
|
|
|
||
Net change in deferred tax asset/liability |
|
|
( |
) |
|
|
|
|
GAAP versus tax basis consolidation of subsidiaries |
|
|
( |
) |
|
|
( |
) |
Other permanent book income and tax income differences |
|
|
|
|
|
|
||
Temporary book income and tax income differences |
|
|
( |
) |
|
|
( |
) |
Capital loss carryforward |
|
|
|
|
|
— |
|
|
Taxable income |
|
$ |
|
|
$ |
|
||
The Corporation’s taxable income for 2025 is an estimate and will not be finalized until the Corporation files its 2025 Federal income tax returns in 2026. Therefore, the Corporation’s actual taxable income and the Corporation’s actual taxable income that was earned in 2025 and carried forward for distribution in 2026 may be different than this estimate.
For tax purposes, distributions paid to shareholders are reported as ordinary income, long term capital gains and return of capital, or a combination thereof.
|
|
2025 |
|
|
2024 |
|
||
Ordinary income |
|
$ |
|
|
$ |
|
||
Long-term capital gains |
|
|
— |
|
|
|
|
|
Return of Capital |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
|
|
$ |
|
||
The determination of the tax attributes of the Corporation’s distributions is made annually as of the end of the Corporation’s fiscal year based upon the Corporation’s taxable income for the full year and distributions paid for the full year. The actual tax characteristics of distributions to shareholders are reported to shareholders annually on IRS Form 1099-DIV.
The tax basis components of distributable earnings (accumulated losses) and reconciliation to accumulated earnings (deficit) on a book basis for the years ended December 31, 2025 and December 31, 2024 were as follows:
|
|
2025 |
|
|
2024 |
|
||
Undistributed ordinary income – tax basis |
|
$ |
|
|
$ |
|
||
Capital loss carryforwards |
|
|
( |
) |
|
|
|
|
Unrealized (depreciation) appreciation on investments |
|
|
( |
) |
|
|
|
|
Other temporary differences |
|
|
( |
) |
|
|
( |
) |
Total accumulated (deficit) earnings – book basis |
|
$ |
( |
) |
|
$ |
|
|
The differences between book basis and tax basis components of distributable earnings is attributable primarily to the tax treatment of incentive fees, the tax treatment of organization costs, return of capital distributions from corporations, and the tax treatment of defaulted securities.
The Corporation had the following wholly-owned blocker companies in place at December 31, 2025: Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. (the “Blocker Corps”), which are taxable entities and therefore are not consolidated for tax purposes. The primary purpose of the Blocker Corps is to permit the Corporation to hold certain equity interests in portfolio companies that are organized as limited liability companies, or LLCs (or other forms of pass-through entities), and still allow the Corporation to satisfy the RIC tax requirement that at least
86
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At December 31, 2025, the Corporation had a net deferred tax asset of $
Income Taxes on Blocker Corps
Deferred tax assets and liabilities are recorded for temporary differences between the financial statement and tax bases of assets and liabilities using the tax rate expected to be in effect when the taxes are actually paid or recovered.
The tax effect of the major temporary differences and carryforwards that give rise to the Corporation’s net deferred tax asset at December 31, 2025 and 2024 are approximately as follows:
|
|
2025 |
|
|
2024 |
|
||
Investments |
|
$ |
( |
) |
|
$ |
( |
) |
NOL & tax credit carryforwards, net of valuation allowance |
|
|
|
|
|
|
||
Deferred tax asset, net |
|
$ |
|
|
$ |
|
||
The major temporary differences cited above include differences in the book and tax bases of the Corporation’s portfolio company investments, as well as unrealized gains and losses on corporate investments that will be taxed when realized in future years. The Corporation assesses the recoverability of its deferred tax assets annually to determine if a valuation allowance is necessary. The Corporation records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Corporation will not recover the deferred tax assets. In evaluating the need for a valuation allowance, the Corporation weights all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Changes in circumstances, including the Blocker Corps generating significant taxable income and tax planning strategies, could cause a change in judgment about the need for a valuation allowance of the related deferred tax assets. Any change in the valuation allowance will be included in income in the period of the change in estimate.
Accordingly, during the year ended December 31, 2025, the Corporation estimated that the net deferred tax asset of its Blocker Corps is not expected to be recoverable in the future.
|
|
2025 |
|
|
2024 |
|
||
Federal |
|
$ |
|
|
$ |
|
||
State, net of federal benefit |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
On January 1, 2024, the Corporation restructured the Blocker Corps with Rand DSD Holdings Corp becoming the common tax parent of the other Blocker Corps. In 2024, the Corporation began to file a consolidated federal, and as applicable, various state consolidated income tax returns. As a result of this restructuring, the Blocker Corps have certain tax attributes that are subject to Separate Return Limitations (“SRLY”). At December 31, 2025 and 2024, the Corporation had $
Under the provisions of Section 382 of the Code, net operating loss and credit carryforwards and other tax attributes may be subject to limitations if there has been a significant change in ownership in the Corporation, as defined by the IRC. Prior to the completion of the Transaction with East in November 2019, the Corporation was able to utilize the remaining federal net operating losses. However, state net operating losses may be subject to similar limitations.
87
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of income tax expense (benefit) reported in the consolidated statements of operations are as follows for the years ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
State |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
( |
) |
|
|
|
||
Deferred: |
|
|
|
|
|
|
|
|
|
|||
Federal |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
State |
|
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
|
( |
) |
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Income taxes paid (net of refunds) by jurisdiction type are as follows for the years ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Federal |
|
$ |
|
|
$ |
|
|
$ |
|
|||
State |
|
|
( |
) |
|
|
|
|
|
|
||
Total income taxes paid (net of refunds) |
|
|
( |
) |
|
|
|
|
|
|
||
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions for the years ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
||
California |
|
$ |
|
|
$ * |
|
|
$ * |
||
Massachusetts |
|
|
|
|
* |
|
|
* |
||
South Carolina |
|
|
( |
) |
|
* |
|
|
* |
|
Georgia |
|
|
( |
) |
|
* |
|
|
* |
|
Utah |
|
|
( |
) |
|
|
( |
) |
|
* |
New Jersey |
|
|
( |
) |
|
|
|
|
* |
|
Pennsylvania |
|
* |
|
|
|
|
|
* |
||
Nebraska |
|
* |
|
|
|
( |
) |
|
* |
|
* Jurisdiction below the 5 percent threshold for the period presented
All of the Corporation’s income before income taxes is attributable to domestic operations. The Corporation does not have any foreign operations, and no portion of income before income taxes was generated from foreign jurisdictions for the years ended December 31, 2025, 2024, and 2023.
A reconciliation of the expense (benefit) from income taxes at the federal statutory rate to the expense reported is as follows for the years ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Amount |
|
|
%* |
|
|
Amount |
|
|
%* |
|
|
Amount |
|
|
%* |
|
||||||
Net investment income, realized (loss) gain and unrealized (loss) gain before income taxes |
|
$ |
( |
) |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected tax (benefit) expense at statutory rate |
|
|
( |
) |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|||||
Change in valuation allowance |
|
|
( |
) |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|||||
Tax benefit of RIC status |
|
|
|
|
|
( |
%) |
|
|
( |
) |
|
|
( |
%) |
|
|
( |
) |
|
|
( |
%) |
|
RIC excise tax expense |
|
|
|
|
|
( |
%) |
|
|
|
|
|
% |
|
|
|
|
|
% |
|||||
Other |
|
|
|
|
|
( |
%) |
|
|
|
|
|
% |
|
|
|
|
|
% |
|||||
Total |
|
$ |
|
|
|
( |
%) |
|
$ |
( |
) |
|
|
( |
%) |
|
$ |
|
|
|
% |
|||
* Percentages may not foot due to rounding
88
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The primary driver of the difference between the U.S. federal statutory rate and the effective tax rate is the Corporation’s election to be treated as a RIC. Other reconciling items primarily relate to Federal excise tax and changes in valuation allowances associated with taxable subsidiary entities.
The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2022 through 2025. In general, the Corporation’s state income tax returns are open to audit under the statute of limitations for the years ended December 31, 2022 through 2025.
It is the Corporation’s policy to include interest and penalties related to income tax liabilities in income tax expense on the Corporation’s Consolidated Statement of Operations. In addition, the Corporation records uncertain tax positions in accordance with ASC 740, “Income Taxes”, (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The uncertain tax benefits for the years ended December 31, 2025, 2024 and 2023 were de minimis. The Corporation incurred $
On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions including 100% bonus depreciation on qualified property, full expensing for research and development expenditures and restoration of pre-2022 interest expense limitations, was signed into law in the United States. The impacts of OBBB are reflected in our results for the fiscal year ended December 31, 2025, and there was no material impact to our income tax expense or effective tax rate. We expect certain provisions will decrease cash taxes paid and may change the timing of cash tax payments in future periods due to the nature of our equity investments in wholly-owned subsidiaries.
NOTE 5. – SENIOR SECURED REVOLVING CREDIT FACILITY
On June 27, 2022, the Corporation entered into a credit agreement (the “Credit Agreement”) with M&T Bank, as lender (the “Lender”), which provides the Corporation with a senior secured revolving credit facility in a principal amount not to exceed $
The Corporation’s borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to
The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others, covenants that prohibit, subject to certain specified exceptions, the Corporation’s ability to merge or consolidate with other companies, sell any material part of the Corporation’s assets, incur other indebtedness, incur liens on the Corporation’s assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires the Corporation to maintain a Tangible Net Worth (defined in the Credit Agreement as the Corporation’s aggregate assets, excluding intangible assets, less all liabilities) of not less than $
89
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Corporation to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less than , which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires the Corporation to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than , which is measured quarterly on a trailing twelve-months basis. As of December 31, 2025, the Corporation was in compliance with these covenants.
Events of default under the Credit Agreement which permit the Lender to exercise its remedies, including acceleration of the principal and interest on the Credit Facility, include, among others: (i) default in the payment of principal or interest on the Credit Facility, (ii) default by the Corporation on any other obligation, condition, covenant or other provision under the Credit Agreement and related documents, (iii) failure by the Corporation to pay any material indebtedness or obligation owing to any third party or affiliate, or the failure by the Corporation to perform any agreement with any third party or affiliate that would have a material adverse effect on the Corporation and its subsidiaries taken as a whole, (iv) the sale of all or substantially all of the Corporation’s assets to a third party, (v) various bankruptcy and insolvency events, and (vi) any material adverse change in the Corporation and its subsidiaries, taken as a whole, or their business, assets, operations, management, ownership, affairs, condition (financial or otherwise) or the Lender’s collateral that the Lender reasonably determines will have a material adverse effect on the Lender’s collateral, the Corporation and its subsidiaries, taken as a whole, or their business, assets, operation or condition (financial or otherwise) or on the Corporation’s ability to repay its debts.
In connection with entry into the Credit Facility, the Corporation and each of its subsidiaries that guaranty the Credit Facility entered into a general security agreement, dated June 27, 2022, with the Lender (the “Security Agreement”). The Security Agreement secures all of the Corporation’s obligations to the Lender, including, without limitation, principal and interest on the Credit Facility and any fees and charges. The security interest granted under the Security Agreement covers all of the Corporation’s personal property including, among other things, all accounts, chattel paper, investment property, deposit accounts, general intangibles, inventory, and all of the fixtures. The Security Agreement contains various representations, warranties, covenants and agreements customary in security agreements and various events of default with remedies under the New York Uniform Commercial Code and the Security Agreement. Events of default under the Security Agreement, which permit the Lender to exercise its various remedies, are similar to those contained in the Credit Agreement.
The outstanding balance drawn on the Credit Facility was $
For the years ended December 31, 2025, 2024 and 2023, the average debt outstanding under the Credit Facility and weighted average interest rate were as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Average debt outstanding |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted average interest rate |
|
|
% |
|
|
% |
|
|
% |
|||
90
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Information about the Corporation’s senior securities (including debt securities and other indebtedness) is shown in the following table.
Year |
|
Total Amount |
|
|
Asset Coverage |
|
|
Involuntary Liquidation |
|
Average Market |
||
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
||
Credit Facility |
|
$ |
|
|
$ |
|
|
N/A |
|
N/A |
||
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
||
Credit Facility |
|
|
|
|
|
|
|
N/A |
|
N/A |
||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||
Credit Facility |
|
|
|
|
|
|
|
N/A |
|
N/A |
||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
||
Credit Facility |
|
|
- |
|
|
N/A |
|
|
N/A |
|
N/A |
|
NOTE 6. - STOCKHOLDERS’ EQUITY (NET ASSETS)
At December 31, 2025 and 2024, there were
On April 23, 2025, the Board of Directors approved a new share repurchase plan, which authorizes the Corporation to repurchase shares of the Corporation’s outstanding common stock with an aggregate cost of up to $
The Corporation’s Board of Directors declared the following dividends during the year ended December 31, 2025:
Quarter |
|
Dividend/Share |
|
|
Record Date |
|
Payment Date |
|
Type |
|
1st |
|
$ |
|
|
|
|
Quarterly |
|||
2nd |
|
$ |
|
|
|
|
Quarterly |
|||
3rd |
|
$ |
|
|
|
|
Quarterly |
|||
4th |
|
$ |
|
|
|
|
Quarterly |
|||
4th |
|
$ |
|
|
|
|
Special |
|||
91
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A s
|
|
Common Stock |
|
|
Capital in excess of par value |
|
|
Stock dividends distributable |
|
|
Treasury Stock, at cost |
|
|
Total distributable earnings (losses) |
|
|
Total Stockholders’ |
|
||||||
January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Dividend declaration |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Tax reclassification of stockholders’ equity |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Net increase in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Dividend declaration |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||
Tax reclassification of stockholders’ equity |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Net decrease in net assets from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
NOTE 7. - COMMITMENTS AND CONTINGENCIES
The Corporation had commitments at December 31, 2025 or 2024.
NOTE 8. - QUARTERLY OPERATIONS AND EARNINGS DATA – UNAUDITED
|
|
4th Quarter |
|
|
3rd Quarter |
|
|
2nd Quarter |
|
|
1st Quarter |
|
||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net increase (decrease) in net assets from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Basic and diluted net increase (decrease) in net assets from operations per weighted share outstanding |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net (decrease) increase in net assets from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Basic and diluted net (decrease) increase in net assets from operations per weighted share outstanding |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
NOTE 9. – RELATED PARTY TRANSACTIONS
Investment Management Agreement
Concurrent with the Closing, RCM, a registered investment adviser, was retained by the Corporation as its external investment adviser and administrator, which resulted in Daniel Penberthy, the Corporation’s President and Chief Executive Officer, and Margaret Brechtel, the Corporation’s Executive Vice President, Treasurer, Chief Financial Officer and Secretary, serving as officers and employees of RCM. Under the Investment Management Agreement, the Corporation pays RCM, as compensation for the investment advisory and management services, fees consisting of two components: (i) the Base Management Fee and (ii) the Incentive Fee.
92
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At December 31, 2025 and 2024, amounts payable to RCM were comprised of the following, and are reported on the “Due to investment adviser” line item in the Consolidated Statements of Financial Position:
|
|
2025 |
|
|
2024 |
|
||
Base Management Fee payable |
|
$ |
|
|
$ |
|
||
Income Based Incentive Fees payable |
|
|
|
|
|
|
||
Capital Gains Fee payable |
|
|
— |
|
|
|
|
|
Total due to investment adviser |
|
$ |
|
|
$ |
|
||
The “Base Management Fee” is calculated at an annual rate of
The “Incentive Fee” is comprised of two parts: (1) the “Income Based Fee” and (2) the “Capital Gains Fee”. The Income Based Fee is calculated and payable quarterly in arrears based on the “Pre-Incentive Fee Net Investment Income” (as defined in the Investment Management Agreement) for the immediately preceding calendar quarter, subject to a hurdle rate of
The Corporation pays RCM an Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
The Income Based Fee paid to RCM for any calendar quarter shall not be in excess of the Incentive Fee Cap. The “Incentive Fee Cap” for any quarter is an amount equal to (1)
For purposes of the calculation of the Income Based Fee, “Income Based Fee Calculation Period” is defined as, with reference to a calendar quarter, the period of time consisting of such calendar quarter and the additional quarters that comprise the eleven calendar quarters immediately preceding such calendar quarter.
For purposes of the calculation of the Income Based Fee, “Cumulative Net Return” is defined as (1) the aggregate net investment income in respect of the relevant Income Based Fee Calculation Period minus (2) any Net Capital Loss, if any, in respect of the relevant Income Based Fee Calculation Period. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation pays no Income Based Fee to RCM for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Corporation pays an Income Based Fee to RCM equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Corporation pays an Income Based Fee to the Adviser equal to the Income Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
For purposes of the calculation of the Income Based Fee, “Net Capital Loss,” in respect of a particular period, means the difference, if positive, between (1) aggregate capital losses, whether realized or unrealized, in such period and (2) aggregate capital gains, whether realized or unrealized, in such period.
93
Table of Contents
RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Any Income Based Fee otherwise payable under the Investment Management Agreement with respect to Accrued Unpaid Income (as described below) (such fees being the “Accrued Unpaid Income Based Fees”) shall be deferred, on a security by security basis, and shall become payable to RCM only if, as, when and to the extent cash is received in respect of any Accrued Unpaid Income. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Based Fees. For purposes of the Investment Management Agreement, Accrued Unpaid Income is defined as any net investment income that consists of any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Corporation has recognized in accordance with GAAP, but has not yet received in cash. Subsequent payments of Accrued Unpaid Income Based Fees that are deferred as provided for in the Investment Management Agreement shall not reduce the amounts otherwise payable for any quarter as an Income Based Fee.
For the years ended December 31, 2025 and 2024, the Income Based Fees earned under the Investment Management Agreement were $
The second part of the Incentive Fee is the “Capital Gains Fee”. This fee is determined and payable in arrears as of the end of each calendar year. Under the terms of the Investment Management Agreement, the Capital Gains Fee is calculated at the end of each applicable year by subtracting (1) the sum of the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the cumulative aggregate realized capital gains, in each case calculated from November 8, 2019. If this amount is positive at the end of any calendar year, then the Capital Gains Fee for such year is equal to
For purposes of the Capital Gains Fee:
For purposes of calculating the amount of the capital gains incentive fee accrual to be included as part of a company’s financial statements, GAAP requires a company to consider, as part of such calculation, the amount of cumulative aggregate unrealized capital appreciation that such company has with respect to its investments. As a result, the capital gains incentive fee accrual under GAAP is calculated using both the cumulative aggregate realized capital gains and losses and the aggregate net change in unrealized capital appreciation/depreciation at the close of the period. If the calculated amount is positive, GAAP requires the Corporation to record a capital gains incentive fee accrual equal to
As of December 31, 2025, there was
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RAND CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2024, the accrued capital gains incentive fee under GAAP was $
The (benefit) expense related to the accrued capital gains incentive fee was ($
Administration Agreement
Under the terms of the Administration Agreement, RCM agreed to perform (or oversee, or arrange for, the performance of) the administrative services necessary for the Corporation’s operations, including, but not limited to, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and such other services as RCM, subject to review by the Corporation’s Board of Directors, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. RCM shall also arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
RCM is responsible for the Corporation’s financial and other records that are required to be maintained and prepares all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders. In addition, RCM assists the Corporation in determining and publishing the Corporation’s net asset value (NAV), overseeing the preparation and filing of tax returns, and the printing and dissemination of reports to shareholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered by others. RCM provides, on the Corporation’s behalf, managerial assistance to those portfolio companies that have accepted its offer to provide such assistance.
For the years ended December 31, 2025, 2024 and 2023, the Corporation recorded and paid administrative fees of $
Note 10. SEGMENT REPORTING
The Corporation operates through a operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments.
NOTE 11. – SUBSEQUENT EVENT
Subsequent to year end, on
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RAND CAPITAL CORPORATION AND SUBSIDIARY
SCHEDULE OF CONSOLIDATED CHANGES IN INVESTMENTS AT
COST AND REALIZED GAIN (LOSS)
For the Year Ended December 31, 2025
|
|
Cost |
|
|
Realized |
|
||
New investments: |
|
|
|
|
|
|
||
Bauer Sheet Metal and Fabricating Inc. |
|
$ |
|
|
$ |
— |
|
|
BlackJet Direct Marketing, LLC |
|
|
|
|
|
— |
|
|
BMP Food Service Supply Holdco, LLC |
|
|
|
|
|
— |
|
|
ITA Acquisition, LLC |
|
|
|
|
|
— |
|
|
Carolina Skiff LLC |
|
|
|
|
|
— |
|
|
Total of new investments |
|
|
|
|
|
— |
|
|
Other changes to investments: |
|
|
|
|
|
|
||
BMP Food Service Supply Holdco, LLC interest conversion |
|
|
|
|
|
— |
|
|
Caitec, Inc. interest conversion |
|
|
|
|
|
— |
|
|
Mountain Regional Equipment Solutions interest conversion, fee conversion |
|
|
|
|
|
— |
|
|
Autotality (formerly Filterworks Acquisition USA, LLC) interest conversion |
|
|
|
|
|
— |
|
|
Highland All About People Holdings, Inc. interest conversion |
|
|
|
|
|
— |
|
|
Seybert’s Billiards Corporation OID amortization and interest conversion |
|
|
|
|
|
— |
|
|
BMP Swanson Holdco, LLC interest conversion |
|
|
|
|
|
— |
|
|
FCM Industries Holdco LLC interest conversion |
|
|
|
|
|
— |
|
|
Mobile RN Holdings LLC interest conversion |
|
|
|
|
|
— |
|
|
Pressure Pro, Inc. OID amortization and interest conversion |
|
|
|
|
|
— |
|
|
Inter-National Electronic Alloys LLC interest conversion |
|
|
|
|
|
— |
|
|
GoNoodle, Inc. interest conversion |
|
|
|
|
|
— |
|
|
BlackJet Direct Marketing, LLC interest conversion |
|
|
|
|
|
— |
|
|
Bauer Sheet Metal and Fabricating Inc. OID amortization |
|
|
|
|
|
— |
|
|
Total of other changes to investments |
|
|
|
|
|
— |
|
|
Investments repaid, sold or liquidated: |
|
|
|
|
|
|
||
Microcision LLC escrow receipt |
|
|
— |
|
|
|
|
|
GoNoodle, Inc. warrant expiration |
|
|
( |
) |
|
|
( |
) |
Carolina Skiff LLC equity sale |
|
|
( |
) |
|
|
|
|
Lumious loan repayment and realized loss |
|
|
( |
) |
|
|
( |
) |
HDI Acquisition LLC debt repayment |
|
|
( |
) |
|
|
— |
|
Pressure Pro, Inc. debt repayment and warrant sale |
|
|
( |
) |
|
|
|
|
Tilson Technology Management, Inc. liquidation |
|
|
( |
) |
|
|
( |
) |
Mattison Avenue Holdings LLC debt repayment |
|
|
( |
) |
|
|
— |
|
Seybert’s Billiards Corporation debt repayment |
|
|
( |
) |
|
|
— |
|
Total of investments repaid, sold, liquidated or converted |
|
|
( |
) |
|
|
( |
) |
Net change in investments, at cost and total realized loss |
|
$ |
( |
) |
|
$ |
( |
) |
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Rand Capital Corporation and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position, including the consolidated schedule of portfolio investments, of Rand Capital Corporation and Subsidiaries (the Corporation) as of December 31, 2025, and the related consolidated statements of operations, changes in net assets, financial highlights and cash flows for the year ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Rand Capital Corporation and Subsidiaries as of December 31, 2025, and the results of its operations, its cash flows and financial highlights for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of investments as of December 31, 2025, by correspondence with portfolio companies; or by other appropriate audit procedures when replies were not received. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair-Value – Level 3 Investments
Critical Audit Matter Description
At December 31, 2025, the fair value of the Corporation’s investments categorized as Level 3 investments within the fair value hierarchy (Level 3 investments) totaled $48,480,496. Management determines the fair value of the Corporation’s Level 3 investments by applying the methodologies outlined in Note 2 to the consolidated financial statements and using significant unobservable inputs and assumptions. Determining the fair value of the Level 3 investments requires management to make judgments about the valuation methodologies and significant unobservable inputs and assumptions including, among others, EBITDA multiples and revenue multiples, used in determining the fair value measurements.
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How the Critical Audit Matter Was Addressed in the Audit
Auditing the fair value of the Corporation’s Level 3 investments was complex, as the unobservable inputs and assumptions used by the Corporation are highly judgmental, are sensitive to economic factors, and could have a significant effect on the fair value measurement of such investments.
Our audit procedures included, among others, obtaining an understanding and evaluated the design of controls over the Corporation’s investment valuation process, evaluating the Corporation’s valuation methodologies, testing the significant unobservable inputs and assumptions, including testing the completeness, accuracy, and relevance of the underlying data used in the technique used by the Corporation in determining the fair value of the Corporation’s Level 3 investments, and testing the mathematical accuracy of the Corporation’s valuation calculations. For Level 3 investments, we reviewed the information considered by the Board of Directors relating to the Corporation’s determination of fair value. For a selection of the Corporation’s Level 3 investments, we independently developed fair value estimates and compared them to the Corporation’s estimates. We developed our independent fair value estimates by using the respective investment’s financial information, which we compared to underlying source documents provided to the Corporation by the investment, and available market information from third-party sources, such as market multiples. We also evaluated subsequent events and other available information and considered whether they corroborated or contradicted the Corporation’s year-end valuations.
Opinion on the Supplementary Information
The supplemental schedule of consolidated changes in investments at cost and realized gain (loss) for the year ended December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Corporation’s consolidated financial statements. The supplemental schedule is the responsibility of the Corporation’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with accounting principles generally accepted in the United States of America. In our opinion, the supplemental schedule of consolidated changes in investments at cost and realized gain (loss) for the year ended December 31, 2025 is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.
Other Matter
The consolidated financial statements of the Corporation, including the accompanying consolidated statement of financial position and the consolidated schedule of portfolio investments as of December 31, 2024, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2024 and the financial highlights schedule for each of the four years in the period ended December 31, 2024 were audited by Freed Maxick, P.C., who joined WithumSmith+Brown, PC.,on August 1, 2025, and rendered their opinion on such statements on March 10, 2025.
/s/ Withum Smith+Brown, PC
We have served as the Corporation’s auditor since 2003.
March 5, 2026
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Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure Controls and Procedures. The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to our Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and the Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of December 31, 2025. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Corporation’s controls and procedures were not effective as of a result of a material weakness in our internal control over financial reporting discussed below.
Management Report on Internal Control Over Financial Reporting. The executive officers of the Corporation are responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation’s internal control system is a process designed to provide reasonable assurance to the Corporation’s executive officers and Board of Directors regarding the preparation and fair presentation of published financial statements.
Our Chief Executive Officer and the Chief Financial Officer assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2025. In making this assessment, our Chief Executive Officer and the Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on their assessment, our Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2025, the Corporation’s internal control over financial reporting was not effective due to the material weakness described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management identified a material weakness in the operation of our controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls.
This material weakness did not result in any misstatements in our consolidated financial statements for 2025 presented in this Annual Report or a need for any changes to, or a restatement of, any previously filed financial statements.
Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting. As reported in this Annual Report, following the identification and communication of the material weakness described above, management commenced remediation actions relating to this material weakness beginning in the first quarter of fiscal year 2026, as follows:
The material weaknesses identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. If not remediated, these material weaknesses could result in material misstatements to our annual or
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Table of Contents
interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
This Annual Report does not include an attestation report of the Corporation’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Corporation’s independent registered public accounting firm pursuant to rules of the SEC that permit the Corporation to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting.
Except for the material weakness and remediation efforts described above, there have been no changes in our internal control over financial reporting during the Corporation’s most recent quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plan
During the three months ended December 31, 2025, no director or officer of the Corporation
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Insider Trading Policy
The Corporation has
Information in response to this Item is incorporated herein by reference to the information under the headings “PROPOSAL 1-ELECTION OF DIRECTORS”, “DELINQUENT SECTIONS 16(a) REPORTS” and “COMMITTEES AND MEETING DATA,” provided in the Corporation’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”).
Item 11. Executive Compensation
Information in response to this Item is incorporated herein by reference to the information provided in the Corporation’s 2026 Proxy Statement under the heading “DIRECTOR COMPENSATION” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this Item is incorporated herein by reference to the information provided in the Corporation’s 2026 Proxy Statement under the heading “BENEFICIAL OWNERSHIP OF SHARES.”
Information in response to this Item is incorporated herein by reference to the information in the Corporation’s 2026 Proxy Statement under the heading “DIRECTOR INDEPENDENCE” and “RELATED PERSON TRANSACTIONS”.
Item 14. Principal Accountant Fees and Services
The Corporation’s independent registered public accounting firm is
Information concerning the Corporation’s independent registered public accounting firm, the audit committee’s pre-approval policy for audit services and our independent registered public accounting firm fees and services is contained in the Corporation’s 2026 Proxy Statement under the heading “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES”.
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Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules
|
(a) |
The following documents are filed as part of this report and included in Part II, Item 8, Financial Statements and Supplementary Data: |
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(1) |
CONSOLIDATED FINANCIAL STATEMENTS |
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Consolidated Statements of Financial Position as of December 31, 2025 and 2024 |
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Consolidated Statements of Operations for the three years in the period ended December 31, 2025 |
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Consolidated Statements of Changes in Net Assets for the three years in the period ended December 31, 2025 |
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Consolidated Statements of Cash Flows for the three years in the period ended December 31, 2025 |
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Consolidated Schedule of Portfolio Investments as of December 31, 2025 |
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Consolidated Schedule of Portfolio Investments as of December 31, 2024 |
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Financial Highlights Schedule for the five years in the period ended December 31, 2025 |
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Notes to the Consolidated Financial Statements |
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Supplemental Schedule of Consolidated Changes in Investments at Cost and Realized Gain for the year ended December 31, 2025 |
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Report of Independent Registered Public Accounting Firm |
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(2) |
FINANCIAL STATEMENT SCHEDULES |
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The required financial statement Schedule II – Valuation and Qualifying Accounts has been omitted because the information required is included in the Notes to the consolidated financial statements. |
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(b) |
The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended. |
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(2.1) |
Agreement and Plan of Merger, dated as of December 27, 2021, by and between Rand Capital Sub, Inc. and Rand Capital Sub, LLC, incorporated by reference to Exhibit 2.1 to the Corporation’s Current Report on Form 8-K, as filed with the SEC on December 30, 2021. |
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(3.1)(i) |
Certificate of Incorporation of the Corporation, incorporated by reference to Exhibit (a)(1) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617). |
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(3.1)(ii) |
Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 12, 2019. |
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(3.1)(iii) |
Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on May 21, 2020. |
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(3.1)(iv) |
By-laws of the Corporation, incorporated by reference to Exhibit 3(ii) to the Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 filed with the SEC on November 2, 2016. (File No. 814-00235). |
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(4.1) |
Specimen certificate of common stock certificate, incorporated by reference to Exhibit (b) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617). |
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(4.2) |
Description of Securities of Rand Capital Corporation registered under Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.2 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 9, 2020. |
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(10.1) |
Stock Purchase Agreement, dated as of January 24, 2019, by and among East Asset Management LLC, Rand Capital Corporation and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b) thereof, Rand |
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Table of Contents
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Capital Management, LLC, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 25, 2019. |
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(10.2) |
Investment Advisory and Management Agreement, dated as of December 31, 2020, between Rand Capital Corporation and Rand Capital Management LLC, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 4, 2021. |
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(10.3) |
Administration Agreement, dated as of December 31, 2020, between Rand Capital Corporation and Rand Capital Management LLC, incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 4, 2021. |
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(10.4) |
Shareholder Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and East Asset Management, LLC, incorporated by reference to Exhibit 10.3 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 12, 2019. |
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(10.5) |
Credit Agreement, dated June 27, 2022, by and between Rand Capital Corporation, as borrower, and M&T Bank, as lender, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022. |
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(10.6) |
Revolving Line Note, dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022. |
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(10.7) |
Addendum to Line of Credit Note, dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.3 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022. |
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(10.8) |
Variable Rate Rider (Daily Simple SOFR), dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022. |
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(10.9) |
General Security Agreement, dated June 27, 2022, by Rand Capital Corporation and each of the subsidiaries listed therein, as debtors, in favor of Manufacturers and Traders Trust Company, as the secured party, incorporated by reference to Exhibit 10.5 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022. |
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(16.1) |
Letter of Freed Maxick, P.C., dated September 11, 2025, incorporated by reference to Exhibit 16.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on September 11, 2025. |
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(19.1) |
Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Corporation’s Annual Report on Form 10-K filed with the SEC on March 10, 2025. |
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(21.1)* |
Subsidiaries of Rand Capital Corporation. - Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. |
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(31.1)* |
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. |
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(31.2)* |
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. |
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(32.1)** |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Rand Capital Corporation. |
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(97.1) |
Clawback Policy, incorporated by reference to Exhibit 97.1 to the Corporation’s Annual Report on Form 10-K filed with the SEC on March 10, 2025. |
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101.INS* |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Filed herewith.
103
Table of Contents
**Furnished herewith.
Item 16. Form 10-K Summary
None
104
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 5, 2026 |
RAND CAPITAL CORPORATION |
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By: |
/s/ Daniel P. Penberthy |
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Daniel P. Penberthy, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Corporation in the capacities and on the dates indicated.
Signature/Title |
(i) Principal Executive Officer: |
/s/ Daniel P. Penberthy |
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Daniel P. Penberthy / Chief Executive Office and President |
March 5, 2026 |
(ii) Principal Accounting & Financial Officer:
/s/ Margaret W. Brechtel |
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Margaret W. Brechtel / Executive Vice President, Chief |
March 5, 2026 |
Financial Officer and Treasurer |
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(iii) Directors:
/s/ Benjamin E. Godley |
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Benjamin E. Godley/ Director |
March 5, 2026 |
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/s/ Adam S. Gusky |
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Adam S. Gusky / Director |
March 5, 2026 |
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/s/ Cari L. Jaroslawsky |
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Cari L. Jaroslawsky / Director |
March 5, 2026 |
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/s/ Erland E. Kailbourne |
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Erland E. Kailbourne / Director |
March 5, 2026 |
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/s/ Robert M. Zak |
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Robert M. Zak / Director |
March 5, 2026 |
105
FAQ
What is Rand Capital Corporation’s (RAND) core investment strategy?
How much of Rand Capital (RAND) does East Asset Management own?
What dividends did Rand Capital (RAND) pay for 2025?
How many Rand Capital (RAND) shares were outstanding at year-end 2025?
What leverage limit applies to Rand Capital (RAND) as a BDC?
Who manages Rand Capital’s (RAND) investments and what fees are charged?
How does Rand Capital (RAND) maintain its RIC tax status?
