Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:

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our future operating results;

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our dependence upon our management team and key investment professionals;

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our business prospects and the prospects of our portfolio companies;

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our ability to manage our business and future growth;

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the impact of investments that we expect to make;

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risks related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S. companies;

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our contractual arrangements and relationships with third parties;

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our ability to make distributions;

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the dependence of our future success on the general economy and its impact on the industries in which we invest;

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risks related to the uncertainty of the value of our portfolio investments;

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the ability of our portfolio companies to achieve their objectives;

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change in political, economic or industry conditions;

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our expected financings and investments;

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the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the operation of our portfolio companies;

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the adequacy of our cash resources and working capital;

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risks related to market volatility, including general price and volume fluctuations in stock markets; and

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the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation:

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an economic downturn could impair our portfolio companies' ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

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an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

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a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

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increases in inflation or an inflationary economic environment could adversely affect our portfolio companies' operating results, causing us to suffer losses in our portfolio;

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interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and

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the risks, uncertainties and other factors we identify in the sections entitled "Risk Factors" in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K in the "Risk Factors" sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

Overview

We are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"), and has elected to be treated, and intends to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

Our investment objective is to maximize our portfolio's total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in special purpose vehicles ("SPVs") and investment funds that invest directly in the equity or debt of a single private issuer. In addition, we may invest in private credit and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity ("PIPE") transactions of special purpose acquisition companies ("SPACs"). We may also invest on an opportunistic basis in select publicly traded equity securities, private equity funds and hedge funds that are excluded from the definition of "investment company" under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.

Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company's business operations, focusing on the portfolio company's growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies we evaluate.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company's common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in "eligible portfolio companies," and thus may not be considered "qualifying assets." "Eligible portfolio companies" generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

Our History

We formed in 2010 as a Maryland corporation and operate as an internally managed, non-diversified closed-end management investment company. Our investment activities are supervised by our Board of Directors and managed by our executive officers and investments professionals, all of which are our employees.

Our date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.

On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we are managed by our employees, rather than the employees of an external investment adviser. As a result of the Internalization, we no longer pay any fees or expenses under an investment advisory agreement or administration agreement, and instead pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.

Portfolio and Investment Activity

Three Months Ended March 31, 2026

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of March 31, 2026 of all of our portfolio investments was $388,534,651.

During the three months ended March 31, 2026, we funded investments in an aggregate amount of $5,000,000 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company		Investment		Transaction Date		Gross Payments
Magnetar Opportunity 2025-4 LP(1)		Class A Interest		1/2/2026		$	5,000,000
Total						$	5,000,000

(1)

Magnetar Opportunity 2025-4 LP is an SPV for which the Class A Interest is invested in TensorWave Inc. On December 31, 2025, SuRo Capital committed up to $20.0 million to Magnetar Opportunity 2025-4 LP. On January 2, 2026, SuRo Capital funded $5.0 million of the commitment. Magnetar Opportunity 2025-4 LP does not charge a management fee but does charge an incentive fee of 20%, subject to an annual 15% IRR hurdle rate. As of March 31, 2026, $15.0 million of the commitment remains to be funded, subject to the satisfaction of certain conditions

During the three months ended March 31, 2026, we capitalized fees of $12,250.

During the three months ended March 31, 2026, we exited or received proceeds from investments in the amount of $1,603,659, net of transaction costs, and realized a net gain on investments of $890,513 as shown in the following table:

Portfolio Company		Transaction Date		Quantity		Average Net Share Price(1)				Net Proceeds				Realized Gain
GrabAGun Digital Holdings Inc. - Common Shares(2)		Various		440,246		$	3.08			$	1,357,733			$	890,513
True Global Ventures 4 Plus Pte Ltd		3/5/2026		N/A			N/A				245,926				-
Total										$	1,603,659			$	890,513

(1)	The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
(2)	As of March 31, 2026, SuRo Capital held 599,754 remaining GrabAGun Digital Holdings Inc. common shares.

Three Months Ended March 31, 2025

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments. The fair value as of March 31, 2025 of all of our portfolio investments was $213,577,198.

During the three months ended March 31, 2025, we funded investments in an aggregate amount of $1,303,010 (not including capitalized transaction costs) as shown in the following table:

Portfolio Company		Investment		Transaction Date		Gross Payments
Orchard Technologies, Inc.		Senior Preferred Shares, Series 1		1/31/2025		$	222,210
Orchard Technologies, Inc.		Simple Agreement for Future Equity		1/31/2025			80,800
Whoop, Inc.		Simple Agreement for Future Equity		2/6/2025			1,000,000
Total						$	1,303,010

During the three months ended March 31, 2025, we capitalized fees of $4,568.

During the three months ended March 31, 2025, we did not exit or receive proceeds from any of our investments, and realized a net loss on investments of $17,951 (including adjustments to amounts held in escrow receivable).

During the three months ended March 31, 2025, we did not write-off any investments.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

Operating results for the three months ended March 31, 2026 and 2025:

		Three Months Ended March 31,
		2026				2025
Total Investment Income		$	731,963			$	499,094
Interest income			388,213				150,647
Dividend income			343,750				348,447
Total Operating Expenses		$	4,710,455			$	4,160,863
Compensation expense			1,976,252				1,667,835
Directors' fees			195,562				170,565
Interest expense			1,217,194				1,259,849
Professional fees			872,729				750,224
Income tax expense			57,558				2,796
Other expenses			391,160				309,594
Net Investment Loss		$	(3,978,492	)		$	(3,661,769	)
Net realized gain/(loss) on investments			890,513				(17,951	)
Realized loss on partial repurchase of 6.00% Notes due December 30, 2026			-				(15,873	)
Net change in unrealized appreciation/(depreciation) of investments			158,724,039				2,888,878
Net Change in Net Assets Resulting from Operations		$	155,636,060			$	(806,715	)

Investment Income

Investment income increased to $731,963 for the three months ended March 31, 2026 from $499,094 for the three months ended March 31, 2025. The net increase between periods was primarily due to an increase in interest income received on cash, an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note, and an increase in dividend income from Treehouse Real Estate Investment Trust, Inc. The increases were offset by the cessation of dividend income from CW Opportunity 2 LP during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.

Operating Expenses

Total operating expenses increased to $4,710,455 for the three months ended March 31, 2026 from $4,160,863 for the three months ended March 31, 2025. The increase in operating expenses was primarily due to increases in compensation expense, professional fees, income tax expense, directors' fees, and other expenses. These increases were partially offset by a decrease in interest expense during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.

Net Investment Loss

For the three months ended March 31, 2026, we recognized a net investment loss of $3,978,492, compared to a net investment loss of $3,661,769 for the three months ended March 31, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the three months ended March 31, 2026, relative to the three months ended March 31, 2025.

Net Realized Gain/Loss on Investments

For the three months ended March 31, 2026, we recognized a net realized gain on our investments of $890,513, compared to a net realized loss of $17,951 for the three months ended March 31, 2025. The components of our net realized gains or losses on portfolio investments for the three months ended March 31, 2026 and 2025, excluding short-term U.S. Treasury bills, are reflected in the tables above, under "-Portfolio and Investment Activity."

Net Change in Unrealized Appreciation/(Depreciation) of Investments

For the three months ended March 31, 2026, we had a net change in unrealized appreciation/(depreciation) of $158,724,039. For the three months ended March 31, 2025, we had a net change in unrealized appreciation/(depreciation) of $2,888,878. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended March 31, 2026 and 2025.

Portfolio Company		Net Change in Unrealized Appreciation/(Depreciation) For the Quarter Ended March 31, 2026				Portfolio Company		Net Change in Unrealized Appreciation/(Depreciation) For the Quarter Ended March 31, 2025
Whoop, Inc.		$	122,409,743			ARK Type One Deep Ventures Fund LLC		$	10,164,967
IH10, LLC			20,706,600			Colombier Sponsor II LLC			8,610,476
ARK Type One Deep Ventures Fund LLC			17,125,324			Whoop, Inc.			5,421,854
EDGE Markets, Inc.			2,701,961			PSQ Holdings, Inc. (d/b/a PublicSquare)			(1,023,741	)
Plaid Inc.			1,922,805			Locus Robotics Corp.			(1,101,665	)
HL Digital Assets Inc.			1,220,864			Canva, Inc.			(1,160,056	)
CW Opportunity 2 LP			1,210,080			Learneo, Inc. (f/k/a Course Hero, Inc.)			(1,364,790	)
Aventine Property Group, Inc.			(1,159,407	)		Blink Health, Inc.			(1,881,034	)
Neutron Holdings, Inc. (d/b/a/ Lime)			(1,299,494	)		CoreWeave, Inc.			(3,439,087	)
FourKites, Inc.			(2,426,590	)		FourKites, Inc.			(4,636,617	)
						CW Opportunity 2 LP			(5,493,634	)
Other(1)			(3,687,847	)		Other(1)			(1,207,795	)
Total		$	158,724,039			Total		$	2,888,878

(1)	"Other" represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the three months ended March 31, 2026 and 2025.

Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances, and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under "Equity Issuances and Debt Capital Activities-At-the-Market Offering". On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the "6.00% Notes due 2026"), of which $35.8 million remain outstanding as of March 31, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of the Additional Notes (as defined below), all of which remain outstanding. For additional information, see "Equity Issuances and Debt Capital Activities-6.50% Convertible Notes due 2029" below and "Note 10-Debt Capital Activities" to our Condensed Consolidated Financial Statements as of March 31, 2026.

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the three months ended March 31, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $4,710,455 and $4,160,863, respectively.

As of March 31, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December 30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100% of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We intend to satisfy our repayment obligation at maturity primarily from existing cash balances, and we may also consider refinancing alternatives, including the issuance of new debt securities, the sale of portfolio investments, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate amount of shares remained available for sale as of March 31, 2026). Any refinancing involving the incurrence of new indebtedness would require five business days' prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase Agreement. As of March 31, 2026, we held approximately $43.3 million in cash, which exceeds the outstanding principal amount of the 6.00% Notes due 2026 and which we believe is sufficient to satisfy this obligation at maturity. In addition, as of March 31, 2026, we held approximately $2.7 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.

Cash Reserves and Liquid Securities		March 31, 2026				December 31, 2025
Cash		$	43,315,750			$	49,034,154
Restricted cash(1)			-				38,741
Securities of publicly traded portfolio companies:
Unrestricted securities(2)			2,653,815				1,078,863
Subject to other sales restrictions(3)			-				3,130,400
Securities of publicly traded portfolio companies			2,653,815				4,209,263
Total Cash Reserves and Liquid Securities		$	45,969,565			$	53,282,158

(1)	Restricted Cash consists of amounts that are held in a separate account and are subject to specific contractual restrictions that limit their availability for general corporate use.
(2)	"Unrestricted securities" represents common stock and warrants of our publicly traded portfolio companies that are not currently subject to any restrictions upon sale. We may incur losses.
(3)	Securities of publicly traded portfolio companies "subject to other sales restrictions" represents common stock of our publicly traded portfolio companies that are currently subject to certain lock-up restrictions.

During the three months ended March 31, 2026, cash decreased to $43,315,750 from $49,034,154 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset by the increase in cash from the sale of public securities and investment income received.

Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

Contractual Obligations

A summary of our significant contractual payment obligations as of March 31, 2026 is as follows:

		Payments Due By Period (in millions)
		Total				Less than 1 year				1-3 years				3-5 years				More than 5 years
6.00% Notes due 2026(1)		$	35.8			$	35.8			$	-			$	-			$	-
6.50% Convertible Notes due 2029(2)			35.0				-				-				35.0				-
Operating lease liability			0.3				0.1				0.2				-				-
Total		$	71.2			$	36.0			$	0.2			$	35.0			$	-

(1)	Reflects the principal balance payable for the 6.00% Notes due 2026 as of March 31, 2026. Refer to "Note 10-Debt Capital Activities" in our Condensed Consolidated Financial Statements as of March 31, 2026 for more information.
(2)	Reflects the principal balance payable for the 6.50% Convertible Notes due 2029 as of March 31, 2026. Refer to "Note 10-Debt Capital Activities" in our Condensed Consolidated Financial Statements as of March 31, 2026 for more information.

Share Repurchase Program

During the three months ended March 31, 2026, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of March 31, 2026, the dollar value of shares that remained available to be purchased under the Share Repurchase Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.

Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder. For more information on the Share Repurchase Program, see "Note 5-Common Stock" to our Condensed Consolidated Financial Statements as of March 31, 2026.

Off-Balance Sheet Arrangements

As of March 31, 2026 and 2025, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

Equity Issuances and Debt Capital Activities

At-the-Market Offering

On July 29, 2020, we established an "at-the-market" offering (the "ATM Program") pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the "Sales Agreement") with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the "Agents"). Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock (the "Shares") from time to time through the Agents or to them as principal for their own account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.

During the three months ended March 31, 2026 and 2025, we did not issue or sell Shares under the ATM Program. As of March 31, 2026, up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to "Note 5-Common Stock" to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information regarding the ATM Program.

6.00% Notes due 2026 - Note Repurchase Program

On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

On August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the "Note Repurchase Program") which allows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. On October 29, 2025, our Board of Directors approved an extension of the discretionary note repurchase program (the "Note Repurchase Program"), which allows us to repurchase up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2025, the Company repurchased and retired $8.8 million of aggregate principal amount of the 6.00% Notes due 2026. As of March 31, 2026, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $35.8 million.

Refer to "Note 10-Debt Capital Activities" to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information regarding the 6.00% Notes due 2026.

6.50% Convertible Notes due 2029

On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the "Purchaser"), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029, as Amended and Restated on December 12, 2025 (the "Notes Purchase Agreement"), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the "Additional Notes"), or issue additional notes with modified pricing terms (the "New Notes"), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.

The 6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser's sole discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes Purchase Agreement.

Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company's common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company's common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company's cash dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as of the close of business on July 21, 2025.

Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company's common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the most recent conversion price of $7.53 per share (132.7530 shares of the Company's common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since July 21, 2025. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company's cash dividend of $0.25 per share, paid on December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.

Refer to "Note 10-Debt Capital Activities" and "Note 12-Subsequent Events" to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information regarding the 6.50% Convertible Notes due 2029.

Distributions

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through March 31, 2026. The table is divided by fiscal year according to record date:

Date Declared		Record Date		Payment Date		Amount per Share
Fiscal 2015:
November 4, 2015(1)		November 16, 2015		December 31, 2015		$	2.76
Fiscal 2016:
August 3, 2016(2)		August 16, 2016		August 24, 2016			0.04
Fiscal 2019:
November 5, 2019(3)		December 2, 2019		December 12, 2019			0.20
December 20, 2019(4)		December 31, 2019		January 15, 2020			0.12
Fiscal 2020:
July 29, 2020(5)		August 11, 2020		August 25, 2020			0.15
September 28, 2020(6)		October 5, 2020		October 20, 2020			0.25
October 28, 2020(7)		November 10, 2020		November 30, 2020			0.25
December 16, 2020(8)		December 30, 2020		January 15, 2021			0.22
Fiscal 2021:
January 26, 2021(9)		February 5, 2021		February 19, 2021			0.25
March 8, 2021(10)		March 30, 2021		April 15, 2021			0.25
May 4, 2021(11)		May 18, 2021		June 30, 2021			2.50
August 3, 2021(12)		August 18, 2021		September 30, 2021			2.25
November 2, 2021(13)		November 17, 2021		December 30, 2021			2.00
December 20, 2021(14)		December 31, 2021		January 14, 2022			0.75
Fiscal 2022:
March 8, 2022(15)		March 25, 2022		April 15, 2022			0.11
Fiscal 2025:
July 3, 2025(16)		July 21, 2025		July 31, 2025			0.25
November 3, 2025(17)		November 21, 2025		December 5, 2025			0.25
Total						$	12.60

(1)	The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.
(2)	Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital.
(3)	All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital.
(4)	All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.
(5)	All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.
(6)	All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.
(7)	All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.
(8)	All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.

(9)	All of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.
(10)	All of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.
(11)	The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital.
(12)	The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital.
(13)	The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital.
(14)	All of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital.
(15)	All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital.
(16)	All of the $5,972,027 distribution paid on July 31, 2025 represented a distribution from realized gains. None of the distribution represented a return of capital.
(17)	All of the $6,281,422 distribution paid on December 5, 2025 represented a distribution from realized gains. None of the distribution represented a return of capital.

We intend to focus on making equity investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan ("DRIP"), except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the DRIP, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our DRIP by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

So long as we qualify as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. To the extent all our ordinary income and capital gains are timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our Condensed Consolidated Financial Statements. See "Note 2-Significant Accounting Policies-U.S. Federal and State Income Taxes" and "Note 9-Income Taxes" to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information. The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our Condensed Consolidated Financial Statements.

Critical Accounting Estimates and Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See "Note 2-Significant Accounting Policies" to our Condensed Consolidated Financial Statements as of March 31, 2026 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

Related-Party Transactions

See "Note 3-Related-Party Arrangements" to our Condensed Consolidated Financial Statements as of March 31, 2026 for more information.

Recent Developments

Portfolio Activity

Please refer to "Note 12-Subsequent Events" to our Condensed Consolidated Financial Statements as of March 31, 2026 for details regarding activity in our investment portfolio from April 1, 2026 through May 5, 2026.

We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Externalization

On April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from an internally managed BDC to an externally managed structure (the "Externalization") and approved the related investment advisory agreement (the "Advisory Agreement") with Neostellar Advisors LLC (the "Adviser"), an entity jointly owned by certain of our current employees and Magnetar Holdings LLC ("Magnetar"), pursuant to which the Adviser would be appointed as our investment adviser. Entry into the Advisory Agreement effectuating the Externalization is subject to approval by our stockholders. If our stockholders do not approve the Advisory Agreement, we will continue to operate as an internally managed BDC. We are not being sold, and if the Externalization is consummated, our stockholders immediately prior to the Externalization will be our stockholders immediately following the Externalization and will hold the same number of shares of our common stock as they held prior to the Externalization.

Key terms of the Externalization include: (i) no incentive fee payable to the Adviser on realized gains attributable to our existing portfolio; (ii) expected annual expense savings of approximately 0.77% of average total assets compared to the current internal management structure; (iii) a $20 million capital commitment by Magnetar to invest in us, the form of which will depend on certain factors; (iv) a base management fee of 1.75% of our gross assets, which our Board of Directors determined to be competitive with fees charged by comparable BDCs and below the median fee charged by private market venture and technology funds; and (v) management continuity, with our current investment team, including Mark D. Klein and Allison Green, continuing in their current capacities, but as employees of the Adviser rather than us following the Externalization. Upon effectiveness of the Advisory Agreement, we also will enter into an administration agreement (the "Administration Agreement") with Neostellar Administrative Services LLC, an affiliate of the Adviser (the "Administrator"), pursuant to which the Administrator will provide, or oversee the provision of, administrative services necessary for our operations, subject to our reimbursement of the Administrator's costs and expenses, including our allocable portion of overhead.

In connection with the Externalization, on April 2, 2026, our Compensation Committee approved (a) a grant of 350,000 restricted shares (with any aggregate income tax liability to be paid by us) to Mark D. Klein; (b) a grant of 60,000 restricted shares (with any aggregate income tax liability to be paid by us) to Allison Green; (c) a cash bonus of $850,000 to Mark D. Klein; and (d) a cash bonus of $500,000 to Allison Green. The foregoing compensation will be paid only if the Advisory Agreement is approved by our stockholders.

For additional information regarding the Externalization and its impact on stockholders, the Advisory Agreement, the Administration Agreement, Magnetar and the compensation of management relating to the Externalization, please refer to "Note 12-Subsequent Events" to our Condensed Consolidated Financial Statements as of March 31, 2026 and to the Current Report on Form 8-K we filed on April 7, 2026.