03/06/2026 | Press release | Distributed by Public on 03/06/2026 05:04
Management's Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-Kcontains forward-lookingstatements that involve substantial risks and uncertainties. These forward-lookingstatements are not historical facts, but rather are based on current expectations, estimates and projections about Oxford Square Capital Corp., 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-lookingstatements. The forward-lookingstatements contained in this Annual Report on Form 10-Kinvolve risks and uncertainties, including statements as to:
• our future operating results, including our ability to achieve objectives;
• our business prospects and the prospects of our portfolio companies;
• the impact of investments that we expect to make;
• our contractual arrangements and relationships with third parties;
• the dependence of our future success on the general economy and its impact on the industries in which we invest;
• the ability of our portfolio companies and CLO investments to achieve their objectives;
• the valuation of our investments in portfolio companies and CLOs, particularly those having no liquid trading market;
• market conditions and our ability to access alternative debt markets and additional debt and equity capital;
• our expected financings and investments;
• the adequacy of our cash resources and working capital;
• the timing of cash flows, if any, from the operations of our portfolio companies and CLO investments; and
• the ability of our investment adviser to locate suitable investments for us and monitor and administer our investments.
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-lookingstatements, including without limitation:
• general economic, political and industry trends and other external factors, including government shutdowns and uncertainty surrounding the financial and political stability of the United States and other countries;
• a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
• interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
• inflation and its impact on our investment activities and the industries in which we invest;
• currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
• the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions and cybersecurity attacks; and
• the risks, uncertainties and other factors we identify in Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-Kand in our filings with the SEC.
Although we believe that the assumptions on which these forward-lookingstatements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-lookingstatements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and 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-lookingstatement in this annual report on Form 10-Kshould 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 Item 1A. Risk Factorsand elsewhere in this annual report on Form 10-K. You should not place undue reliance on these forward-lookingstatements, which apply only as of the date of this annual report on Form 10-K.
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
Our investment objective is to maximize our portfolio's total return. Our primary focus is to seek an attractive risk-adjustedtotal return by investing primarily in corporate debt securities and, to a lesser extent, in CLOs, which are structured finance investments that own corporate debt securities. CLO investments may also include warehouse facilities, which are early-stageCLO vehicles intended to aggregate loans that may be used to form the basis of a traditional CLO vehicle. We operate as a closed-end, non-diversifiedmanagement investment company and have elected to be regulated as a BDC under the 1940 Act. We have elected to be treated for tax purposes as a RIC, under the Code.
Our investment activities are managed by Oxford Square Management, a registered investment adviser under the Investment Advisers Act of 1940, as amended. Oxford Square Management is owned by Oxford Funds, its managing member, and a related party, Charles M. Royce, a member of our Board who holds a minority, non-controllinginterest in Oxford Square Management. Jonathan H. Cohen, our Chief Executive Officer, and Saul B. Rosenthal, our President, are the controlling members of Oxford Funds. Under the Investment Advisory
Agreement, we have agreed to pay Oxford Square Management an annual Base Fee calculated on gross assets, and an incentive fee based upon our performance. Under the Administration Agreement, we have agreed to pay or reimburse Oxford Funds, as administrator, for certain expenses incurred in operating the Company. Our executive officers and directors, and the executive officers of Oxford Square Management and Oxford Funds, serve or may serve as officers and directors of entities that operate in a line of business similar to our own. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders.
We generally expect to invest between $5 million and $25 million in each of our portfolio companies, although this investment size may vary proportionately as the size of our capital base changes and market conditions warrant. We expect that our investment portfolio will be diversified among a large number of investments with few investments, if any, exceeding 5.0% of the total portfolio. As of December 31, 2025, our debt investments had stated interest rates of between 6.47% and 12.97% and maturity dates of between 3 and 91 months. In addition, our total portfolio had a weighted average annualized yield on debt investments of approximately 14.53% as of December 31, 2025.
The weighted average annualized yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our fees and expenses. The weighted average annualized yield was computed using the effective interest rates as of December 31, 2025, including accretion of OID and excluding any debt investments on non-accrualstatus. There can be no assurance that the weighted average annualized yield will remain at its current level.
We have historically borrowed funds to make investments and may continue to borrow funds to make investments. As a result, we are exposed to the risks of leverage, which may be considered a speculative investment technique. Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and therefore increase the risks associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase in the management fee payable to Oxford Square Management, will be borne by our common stockholders.
In addition, as a BDC under the 1940 Act, we are required to make available significant managerial assistance, for which we may receive fees, to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. These fees would be generally non-recurring, however in some instances they may have a recurring component. We have received no fee income for managerial assistance to date.
To the extent possible, we will generally seek to invest in loans that are collateralized by a security interest in the borrower's assets or guaranteed by a principal to the transaction. Interest payments, if not deferred, are normally payable quarterly with most debt investments having scheduled principal payments on a monthly or quarterly basis. When we receive a warrant to purchase stock in a portfolio company, the warrant will typically have a nominal strike price, and will entitle us to purchase a modest percentage of the borrower's stock.
PORTFOLIO COMPOSITION AND INVESTMENT ACTIVITY
The total fair value of our investment portfolio was approximately $251.7 million and $260.9 million as of December 31, 2025 and December 31, 2024, respectively. The decrease in the value of investments during the year ended December 31, 2025 was due primarily to repayments of principal of approximately $47.6 million, sales of securities totaling approximately $10.7 million, realized losses of approximately $16.8 million, and unrealized depreciation of $24.3 million (which incorporates reductions to CLO equity cost value of $7.7 million), partially offset by purchases of investments of approximately $92.1 million. Refer to the table below, which reconciles the investment portfolio for the year ended December 31, 2025 and the year ended December 31, 2024.
A reconciliation of the investment portfolio for the years ended December 31, 2025 and 2024 follows:
|
($ in millions) |
December 31, |
December 31, |
||||||
|
Beginning investment portfolio |
$ |
260.9 |
$ |
266.9 |
||||
|
Portfolio investments acquired |
92.1 |
112.2 |
||||||
|
Debt repayments |
(47.6 |
) |
(75.0 |
) |
||||
|
Sales of securities |
(10.7 |
) |
(11.8 |
) |
||||
|
Reductions to CLO equity cost value(1) |
(7.7 |
) |
(13.0 |
) |
||||
|
Accretion of discounts on investments |
2.9 |
1.7 |
||||||
|
PIK income |
3.2 |
0.5 |
||||||
|
Net change in unrealized appreciation/(depreciation) on investments |
(24.3 |
) |
75.7 |
|||||
|
Net realized losses on investments |
(16.8 |
) |
(96.2 |
) |
||||
|
Ending investment portfolio(2) |
$ |
251.7 |
$ |
260.9 |
||||
____________
(1) For the year ended December 31, 2025, the reductions to CLO equity cost value of approximately $7.7 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $24.1 million, plus the amortization of cost on our CLO fee notes of approximately $57,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $16.5 million. For the year ended December 31, 2024, the reductions to CLO equity cost value of approximately $13.0 million represented the distributions received, or entitled to be received, on our investments held in CLO equity subordinated and income notes of approximately $28.4 million, plus the amortization of cost on our CLO fee notes of approximately $71,000, less the effective yield interest income recognized on our CLO equity subordinated and income notes of approximately $15.4 million.
(2) Totals may not sum due to rounding.
During the year ended December 31, 2025, we purchased approximately $92.1 million in portfolio investments, including additional investments of approximately $30.9 million in existing portfolio companies and approximately $61.2 million in new portfolio companies. During the year ended December 31, 2024, we purchased approximately $112.2 million in portfolio investments, including additional investments of approximately $31.0 million in existing portfolio companies and approximately $81.2 million in new portfolio companies.
In certain instances, we receive payments based on scheduled amortization of the outstanding balances. In addition, we receive principal repayments of some of our investments prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate significantly from period to period.
For the years ended December 31, 2025 and December 31, 2024, we had loan principal repayments of approximately $47.6 million and approximately $75.0 million, respectively. The repayments during the year ended December 31, 2025 were as follows ($ in millions):
|
Portfolio Company |
2025 |
||
|
Convergint Technologies, LLC |
$ |
11.0 |
|
|
Access CIG, LLC |
10.2 |
||
|
Nielsen Consumer, LLC |
10.0 |
||
|
Pro Mach Inc. |
6.0 |
||
|
Kaman Corporation |
6.0 |
||
|
Verifone, Inc. (f/k/a Verifone Systems, Inc.) |
1.7 |
||
|
Forta, LLC (f/k/a Help/Systems Holdings, Inc.) |
1.2 |
||
|
Net all others |
1.5 |
||
|
Total repayments |
$ |
47.6 |
|
Portfolio activity also reflects sales of securities in the amounts of approximately $10.7 million and approximately $11.8 million for the years ended December 31, 2025 and 2024 respectively. The sales during the year ended December 31, 2025 were as follows ($ in millions):
|
Portfolio Company |
2025 |
||
|
HealthChannels, Inc. (f/k/a ScribeAmerica, LLC) |
$ |
8.2 |
|
|
Quest Software, Inc. |
1.6 |
||
|
Alvaria, Inc. (f/k/a Aspect Software, Inc.) |
1.0 |
||
|
Total sales(1) |
$ |
10.7 |
|
____________
(1) Total may not sum due to rounding.
As of December 31, 2025, we had investments in debt securities of, or loans to, 19 portfolio companies, with a fair value of approximately $147.3 million, CLO equity investments of approximately $95.1 million, and equity and other investments of approximately $9.4 million. As of December 31, 2024, we had investments in debt securities of, or loans to, 21 portfolio companies, with a fair value of approximately $150.7 million, CLO equity investments of approximately $104.6 million and equity and other investments of approximately $5.6 million.
The following table indicates the quarterly portfolio investment activity for the years ended December 31, 2025 and 2024:
|
($ in millions) |
Purchases of |
Repayments of |
Sales of |
Reductions to |
||||||||
|
Quarter ended |
||||||||||||
|
December 31, 2025 |
$ |
18.0 |
$ |
7.4 |
$ |
- |
$ |
2.5 |
||||
|
September 30, 2025 |
58.1 |
31.3 |
- |
1.7 |
||||||||
|
June 30, 2025 |
- |
0.2 |
- |
1.8 |
||||||||
|
March 31, 2025 |
16.0 |
8.7 |
10.7 |
1.7 |
||||||||
|
Total |
$ |
92.1 |
$ |
47.6 |
$ |
10.7 |
$ |
7.7 |
||||
|
December 31, 2024 |
$ |
25.1 |
$ |
15.0 |
$ |
7.0 |
$ |
3.3 |
||||
|
September 30, 2024 |
47.7 |
27.9 |
- |
2.5 |
||||||||
|
June 30, 2024 |
27.3 |
14.3 |
3.4 |
6.3 |
||||||||
|
March 31, 2024 |
12.1 |
17.9 |
1.4 |
0.8 |
||||||||
|
Total(2) |
$ |
112.2 |
$ |
75.0 |
$ |
11.8 |
$ |
13.0 |
||||
____________
(1) Represents reductions to CLO equity cost value (representing distributions received, or entitled to be received, in excess of effective yield interest income and amortized cost adjusted CLO fee note income).
(2) Totals may not sum due to rounding.
The following table shows the fair value of our portfolio of investments by asset class as of December 31, 2025 and 2024:
|
($ in millions) |
December 31, 2025 |
December 31, 2024 |
||||||||||
|
Investments at |
Percentage of |
Investments at |
Percentage of |
|||||||||
|
Senior Secured Notes |
$ |
147.3 |
58.5 |
% |
$ |
150.7 |
57.8 |
% |
||||
|
CLO Equity |
95.1 |
37.8 |
% |
104.6 |
40.1 |
% |
||||||
|
Equity and Other Investments |
9.4 |
3.7 |
% |
5.6 |
2.1 |
% |
||||||
|
Total(1) |
$ |
251.7 |
100.0 |
% |
$ |
260.9 |
100.0 |
% |
||||
____________
(1) Totals may not sum due to rounding.
Qualifying assets must represent at least 70% of the Company's total assets at the time of acquisition of any additional non-qualifyingassets. As of December 31, 2025 and 2024, we held qualifying assets that represented 68.8% and 63.8%, respectively, of the total assets. No additional non-qualifyingassets were acquired during the periods, if any, when qualifying assets were less than 70% of the total assets.
The following table shows our portfolio of investments by industry at fair value, in millions, as of December 31, 2025 and 2024:
|
December 31, 2025 |
December 31, 2024 |
|||||||||||
|
Investments at |
Percentage of |
Investments at |
Percentage of |
|||||||||
|
($ in millions) |
($ in millions) |
|||||||||||
|
Structured finance(1) |
$ |
95.1 |
37.7 |
% |
$ |
104.6 |
40.2 |
% |
||||
|
Software |
43.7 |
17.4 |
% |
42.0 |
16.1 |
% |
||||||
|
Business services |
32.2 |
12.8 |
% |
45.5 |
17.4 |
% |
||||||
|
Healthcare |
22.1 |
8.8 |
% |
18.9 |
7.2 |
% |
||||||
|
Industrials |
19.9 |
7.9 |
% |
16.0 |
6.1 |
% |
||||||
|
Telecommunication services |
11.0 |
4.4 |
% |
7.2 |
2.8 |
% |
||||||
|
Food and beverage |
9.8 |
3.9 |
% |
10.0 |
3.8 |
% |
||||||
|
Materials |
8.9 |
3.5 |
% |
6.0 |
2.3 |
% |
||||||
|
IT consulting |
5.0 |
2.0 |
% |
4.6 |
1.8 |
% |
||||||
|
Artificial intelligence |
4.0 |
1.6 |
% |
- |
- |
% |
||||||
|
Aerospace and defense |
- |
- |
% |
6.0 |
2.3 |
% |
||||||
|
Total(2) |
$ |
251.7 |
100.0 |
% |
$ |
260.9 |
100.0 |
% |
||||
____________
(1) Reflects our equity investments in CLOs as of December 31, 2025 and December 31, 2024, respectively.
(2) Totals may not sum due to rounding.
The following tables present the top ten industries (based upon Moody's industry classifications) of the aggregate holdings of the CLOs included in our portfolio, based on par value, as of December 31, 2025 and December 31, 2024.
|
Top Ten Industries |
December 31, |
||
|
High tech industries |
11.9 |
% |
|
|
Business services |
10.7 |
% |
|
|
Banking, finance, insurance & real estate |
10.5 |
% |
|
|
Healthcare & pharmaceuticals |
9.7 |
% |
|
|
Hotels, gaming & leisure |
5.3 |
% |
|
|
Beverage, food & tobacco |
4.0 |
% |
|
|
Construction & building |
3.5 |
% |
|
|
Consumer services |
3.4 |
% |
|
|
Chemicals, plastics & rubber |
3.2 |
% |
|
|
Aerospace & defense |
3.1 |
% |
|
|
Total |
65.3 |
% |
|
|
Top Ten Industries |
December 31, |
||
|
High tech industries |
12.0 |
% |
|
|
Healthcare & pharmaceuticals |
10.3 |
% |
|
|
Banking, finance, insurance & real estate |
10.1 |
% |
|
|
Business services |
9.7 |
% |
|
|
Hotels, gaming & leisure |
4.9 |
% |
|
|
Media: broadcasting & subscription |
4.2 |
% |
|
|
Construction & building |
4.1 |
% |
|
|
Chemicals, plastics & rubber |
4.0 |
% |
|
|
Telecommunications |
3.9 |
% |
|
|
Consumer services |
3.5 |
% |
|
|
Total |
66.7 |
% |
|
PORTFOLIO GRADING
We have adopted a credit grading system to monitor the quality of our debt investment portfolio. Equity securities are not graded. As of December 31, 2025 and 2024 our portfolio had a weighted average grade of 2.2 and 2.3, respectively, based upon the fair value of the debt investments in the portfolio.
At December 31, 2025 and 2024, our debt investment portfolio was graded as follows:
|
($ in millions) |
December 31, 2025 |
|||||||||||||
|
Grade |
Summary Description |
Principal |
Percentage of |
Portfolio at |
Percentage of |
|||||||||
|
Company is ahead of expectations and/or outperforming financial covenant requirements of the specific tranche and such trend is expected to continue. |
$ |
- |
- |
% |
$ |
- |
- |
% |
||||||
|
Full repayment of the outstanding amount of OXSQ's cost basis and interest is expected for the specific tranche. |
129.1 |
68.7 |
% |
123.2 |
83.7 |
% |
||||||||
|
Closer monitoring is required. Full repayment of the outstanding amount of OXSQ's cost basis and interest is expected for the specific tranche. |
58.9 |
31.3 |
% |
24.1 |
16.3 |
% |
||||||||
|
A loss of interest income has occurred or is expected to occur and, in most cases, the investment is placed on non-accrual status. Full repayment of the outstanding amount of OXSQ's cost basis is expected for the specific tranche. |
- |
- |
% |
- |
- |
% |
||||||||
|
Full repayment of the outstanding amount of OXSQ's cost basis is not expected for the specific tranche and the investment is placed on non-accrual status |
- |
- |
% |
- |
- |
% |
||||||||
|
Total |
$ |
188.0 |
100.0 |
% |
$ |
147.3 |
100.0 |
% |
||||||
|
($ in millions) |
December 31, 2024 |
|||||||||||||
|
Grade |
Summary Description |
Principal |
Percentage of |
Portfolio at |
Percentage of |
|||||||||
|
Company is ahead of expectations and/or outperforming financial covenant requirements of the specific tranche and such trend is expected to continue. |
$ |
- |
- |
% |
$ |
- |
- |
% |
||||||
|
Full repayment of the outstanding amount of OXSQ's cost basis and interest is expected for the specific tranche. |
117.5 |
58.2 |
% |
112.2 |
74.5 |
% |
||||||||
|
Closer monitoring is required. Full repayment of the outstanding amount of OXSQ's cost basis and interest is expected for the specific tranche. |
82.0 |
40.6 |
% |
38.0 |
25.2 |
% |
||||||||
|
A loss of interest income has occurred or is expected to occur and, in most cases, the investment is placed on non-accrual status. Full repayment of the outstanding amount of OXSQ's cost basis is expected for the specific tranche. |
- |
- |
% |
- |
- |
% |
||||||||
|
Full repayment of the outstanding amount of OXSQ's cost basis is not expected for the specific tranche and the investment is placed on non-accrual status |
2.5 |
1.2 |
% |
0.5 |
0.3 |
% |
||||||||
|
Total |
$ |
202.0 |
100.0 |
% |
$ |
150.7 |
100.0 |
% |
||||||
We expect that a portion of our investments will be in the Grades 3, 4 or 5 categories from time to time, and, as such, we will be required to work with troubled portfolio companies to improve their business and protect our investment. The number and amount of investments included in Grade 3, 4 or 5 may fluctuate from year to year.
RESULTS OF OPERATIONS
Set forth below is a comparison of our results of operations for the years ended December 31, 2025 and 2024. For information regarding results of operations for the year ended December 31, 2023, refer to Part II Item 7 in our Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 5, 2025, which is incorporated by reference herein.
Investment Income
The following table sets forth the components of investment income for the years ended December 31, 2025 and 2024:
|
Year Ended |
Year Ended |
|||||
|
Interest income |
||||||
|
Stated interest income |
$ |
15,344,666 |
$ |
22,453,772 |
||
|
PIK interest income |
2,853,987 |
462,883 |
||||
|
Original issue discount and market discount income |
2,863,204 |
1,688,134 |
||||
|
Discount income derived from unscheduled remittances at par |
29,368 |
324,498 |
||||
|
Total interest income |
$ |
21,091,225 |
$ |
24,929,287 |
||
|
Income from securitization vehicles and investments |
$ |
16,452,752 |
$ |
15,403,586 |
||
|
Other income |
||||||
|
Fee letters |
$ |
536,998 |
$ |
661,281 |
||
|
Money market fund income and all other fees |
2,257,898 |
1,689,051 |
||||
|
Total other income |
$ |
2,794,896 |
$ |
2,350,332 |
||
|
Total investment income |
$ |
40,338,873 |
$ |
42,683,205 |
||
The decrease in total investment income of approximately $2.3 million for the year ended December 31, 2025 from the year ended December 31, 2024 was largely due to a decrease of stated interest income from our debt investments (approximately $7.1 million) resulting from restructurings and refinancings that occurred during the year ended December 31, 2025, a decrease in floating interest rates, and lower average outstanding principal of debt investments. That decrease was partially offset by an increase in income from securitization vehicles and investments of approximately $1.0 million, as well as an increase in other income of approximately $0.4 million.
The total principal outstanding on income producing debt investments as of December 31, 2025 and December 31, 2024 was approximately $188.0 million and $199.5 million, respectively. As of December 31, 2025, our income producing debt investments had stated interest rates of between 6.47% and 12.97% and maturity dates of between 3 and 91 months. As of December 31, 2024, our income producing debt investments had stated interest rates of between 7.61% and 13.13% and maturity dates of between 3 and 82 months. In addition, our total portfolio had a weighted average yield on debt investments of approximately 14.53% as of December 31, 2025, compared to a weighted average yield on debt investments of 15.76% as of December 31, 2024.
Operating Expenses
The following table sets forth the components of operating expenses for the years ended December 31, 2025 and 2024:
|
December 31, |
December 31, |
|||||
|
Interest expense |
$ |
9,244,234 |
$ |
7,847,320 |
||
|
Base Fee |
4,184,721 |
4,310,484 |
||||
|
Professional fees |
1,557,637 |
1,537,434 |
||||
|
Compensation expense |
950,164 |
746,762 |
||||
|
General and administrative |
615,660 |
597,883 |
||||
|
Director's fees |
408,500 |
417,500 |
||||
|
Excise tax |
354,957 |
216,528 |
||||
|
Insurance |
267,450 |
308,552 |
||||
|
Transfer agent and custodian fees |
162,626 |
260,330 |
||||
|
Total operating expenses |
$ |
17,745,949 |
$ |
16,242,793 |
||
Total operating expenses for the year ended December 31, 2025 increased by approximately $1.5 million compared to the year ended December 31, 2024. The increase in 2025 is attributable primarily to higher interest expense.
Interest expense increased by approximately $1.4 million in 2025 compared to 2024. The aggregate accrued interest on existing debt which remained payable as of December 31, 2025 and 2024 was approximately $1.7 million and $1.2 million, respectively.
The Base Fee decreased by approximately $0.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to lower average adjusted gross assets in 2025. The Base Fee which remained payable to Oxford Square Management as of December 31, 2025 and 2024 was approximately $1.0 million and $1.2 million, respectively.
Compensation expense was approximately $950,000 for the year ended December 31, 2025, compared to approximately $747,000 for the year ended December 31, 2024. Compensation expense reflects the allocation of salaries for the services of our Chief Financial Officer, accounting personnel, and other administrative support staff. As of December 31, 2025, there was approximately $26,000 of compensation expense payable. As of December 31, 2024, there was no compensation expense payable.
General and administrative expenses, which consist primarily of market data services, listing fees, office supplies, facilities costs and other miscellaneous expenses were approximately $616,000 for the year ended December 31, 2025 and increased by approximately $18,000 from the year ended December 31, 2024. Office supplies, facilities costs and other expenses are allocated to us under the terms of the Administration Agreement.
There was no Net Investment Income Incentive Fee for the years ended December 31, 2025 and 2024, primarily as a result of the Net Investment Income Incentive Fee being reduced as the result of the Total Return Requirement. The Net Investment Income Incentive Fee is calculated and payable quarterly in arrears based on the amount by which (x) the "Pre-IncentiveFee Net Investment Income" for the immediately preceding calendar quarter exceeds (y) the "Preferred Return Amount" for the calendar quarter. For this purpose, "Pre-IncentiveFee Net Investment Income" means interest income, dividend income and any other income accrued during the calendar quarter minus our operating expenses for the quarter (including the Base Fee, expenses payable under the Administration Agreement with Oxford Funds, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Refer to "Note 7. Related Party Transactions" in the notes to our financial statements.
The expense attributable to the capital gains incentive fee, as reported under GAAP, is calculated as if the Company's entire portfolio had been liquidated at period end, and therefore is calculated on the basis of net realized and unrealized gains and losses at the end of each period. That expense (or the reversal of such an expense) related to that hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to our investment adviser in the event of a complete liquidation of our portfolio
as of period end and the termination of the Investment Advisory Agreement on such date. For the years ended December 31, 2025 and 2024, no accrual was required as a result of the impact of accumulated net unrealized depreciation and net realized losses on our portfolio.
The amount of the Capital Gains Incentive Fee which will actually be payable is determined in accordance with the terms of the Investment Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). The terms of the Investment Advisory Agreement state that the Capital Gains Incentive Fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation.
Realized and Unrealized Gains/Losses on Investments
For the year ended December 31, 2025, we recognized net realized losses on investments of approximately $16.8 million, which primarily represents sales and restructurings of senior secured notes.
For the year ended December 31, 2025, our net change in unrealized depreciation was approximately $24.3 million, comprised of approximately $2.0 million in gross unrealized appreciation, approximately $45.3 million in gross unrealized depreciation and approximately $19.0 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $7.7 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $24.1 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $16.5 million.
The components of the net change in unrealized appreciation/(depreciation) during the year ended December 31, 2025 were as follows ($ in millions):
|
Portfolio Company |
Changes in |
|||
|
Generate CLO 10, Ltd. |
$ |
(4.0 |
) |
|
|
Carlyle Global Market Strategies CLO 2021-6, Ltd. |
(4.1 |
) |
||
|
RSA Security, LLC |
(4.1 |
) |
||
|
Dryden 43 Senior Loan Fund |
(4.2 |
) |
||
|
OCP CLO 2024-37, Ltd. |
(5.8 |
) |
||
|
Net all other |
(2.1 |
) |
||
|
Total |
$ |
(24.3 |
) |
|
For the year ended December 31, 2024, we recognized net realized losses on investments of approximately $96.2 million, which primarily represents losses incurred upon the extinguishment of multiple reorganized and refinanced senior secured notes upon transfer into new reorganized/refinanced securities, as well as the write off of two senior secured notes which were previously on non-accrualstatus.
For the year ended December 31, 2024, our net change in unrealized appreciation was approximately $75.7 million, comprised of approximately $7.1 million in gross unrealized appreciation, approximately $17.1 million in gross unrealized depreciation and approximately $85.7 million relating to the reversal of prior period net unrealized depreciation as investment gains and losses were realized. This includes net unrealized appreciation of approximately $13.0 million resulting from reductions to the cost value of our CLO equity investments representing the difference between distributions received, or entitled to be received, on our investments held in CLO equity subordinated notes and fee notes, of approximately $28.4 million and the effective yield interest income recognized on our CLO equity subordinated notes and the amortized cost adjusted income on our CLO equity fee notes of approximately $15.3 million.
The components of the net change in unrealized appreciation/(depreciation) during the year ended December 31, 2024 were as follows ($ in millions):
|
Portfolio Company |
Changes in |
||
|
Premiere Global Services, Inc. |
$ |
21.3 |
|
|
ConvergeOne Holdings, Inc. |
13.8 |
||
|
McAfee Enterprise, LLC (f/k/a Magenta Buyer, LLC) |
10.5 |
||
|
Careismatic Brands, LLC |
10.4 |
||
|
Dodge Data & Analytics, LLC |
9.0 |
||
|
Net all other |
10.7 |
||
|
Total |
$ |
75.7 |
|
Net Increase in Net Assets Resulting from Net Investment Income
Net investment income for the year ended December 31, 2025 was approximately $22.6 million, compared to $26.4 million for the year ended December 31, 2024. The change was primary the result of higher operating expenses and a decrease in investment income, as discussed above. For the year ended December 31, 2025, the net increase in net assets resulting from net investment income per common share was $0.30 (basic and diluted), compared to $0.42 (basic and diluted) for the year ended December 31, 2024, based on the weighted average common shares outstanding for the respective periods.
Net Decrease/Increase in Net Assets Resulting from Operations
Net decrease in net assets resulting from operations for the year ended December 31, 2025 was approximately $18.7 million, compared to a net increase of $5.9 million for year ended December 31, 2024. The change year over year was largely due to approximately $41.3 million of net realized and unrealized losses for the year ended December 31, 2025, compared to approximately $20.6 million of net realized and unrealized losses for the year ended December 31, 2024, as discussed above. For the year ended December 31, 2025, the net decrease in net assets resulting from operations per common share was $0.25 (basic and diluted), compared to a net increase in net assets per common share of $0.09 (basic and diluted) for the year ended December 31, 2024, based on the weighted average common shares outstanding for the respective periods.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 2025, cash and cash equivalents increased from approximately $34.9 million at the beginning of the period to approximately $51.9 million at the end of the period. Net cash used in operating activities for the year ended December 31, 2025, consisting primarily of the items described in "- Results of Operations," was approximately $13.7 million, largely reflecting purchases of new investments of approximately $98.2 million, offset by repayments of principal of approximately $47.6 million, proceeds from the sale of investments of approximately $10.7 million and reductions to CLO equity cost value of approximately $7.7 million. During the year ended December 31, 2025, net cash provided by financing activities was approximately $30.7 million, reflecting the proceeds from issuance of common stock from our ATM program (net of underwriting fees and offering costs) of approximately $34.8 million and net proceeds from the issuance of 7.75% Unsecured Notes of approximately $71.9 million, partially offset by the payment of distributions of approximately $31.3 million and principal repayment of 6.25% Unsecured Notes of approximately $44.8 million.
Contractual Obligations
We have certain obligations with respect to the investment advisory and administration services we receive. Refer to "- Overview". We incurred approximately $4.2 million for the Base Fee and approximately $1.8 million for administrative services for the year ended December 31, 2025. Refer to "Note 7. Related Party Transactions" in the notes to our financial statements.
A summary of our significant contractual payment obligations is as follows as of December 31, 2025. Refer to "Note 5. Borrowings" in the notes to our financial statements.
|
Payments Due by Period |
|||||||||||||||
|
Contractual obligations (in millions) |
Principal |
Less than |
1 - 3 years |
3 - 5 years |
More than |
||||||||||
|
Long-term debt obligations: |
|||||||||||||||
|
7.75% Unsecured Notes |
$ |
74.8 |
$ |
- |
$ |
- |
$ |
74.8 |
$ |
- |
|||||
|
5.50% Unsecured Notes |
80.5 |
- |
80.5 |
- |
- |
||||||||||
|
$ |
155.3 |
$ |
- |
$ |
80.5 |
$ |
74.8 |
$ |
- |
||||||
Share Issuance and Repurchase Programs
On August 22, 2023, we entered into Amendment No. 1 to the Equity Distribution Agreement dated August 1, 2019 with Ladenburg Thalmann & Co. through which we may offer for sale, from time to time, up to $150.0 million of our common stock through an ATM offering. On August 16, 2024, we entered into an amended and restated equity distribution agreement (the "Amended and Restated Equity Distribution Agreement") with Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as the sales agents, to add Lucid Capital Markets, LLC as an additional sales agent to the Amended and Restated Equity Distribution Agreement. We sold a total of 15,910,780 shares of common stock pursuant to the ATM offering during the year ended December 31, 2025. The total amount of capital raised net of underwriting fees and offering costs was approximately $34.8 million during the year ended December 31, 2025.
On October 30, 2025, the Board of Directors authorized a 12-monthShare repurchase Program. Under the Share Repurchase Program, we may repurchase, during the 12-monthperiod commencing on October 30, 2025, up to $25.0 million in the aggregate of our outstanding common stock in the open market. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Share Repurchase Program is expected to be in effect until October 30, 2026, unless extended or until the aggregate repurchase amount has been expended. The Share Repurchase Program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the fiscal year ended December 31, 2025, we did not repurchase any shares of our common stock pursuant to the Share Repurchase Program.
Borrowings
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% immediately after such borrowing. As of December 31, 2025, our asset coverage for borrowed amounts was approximately 191%. As of December 31, 2024, our asset coverage for borrowed amounts was approximately 227%.
The following are our outstanding principal amounts, carrying values and fair values of our borrowings as of December 31, 2025 and December 31, 2024. The fair value of the 5.50% Unsecured Notes, 7.75% Unsecured Notes, and 6.25% Unsecured Notes are based upon the closing price on the last day of the period. The 5.50% Unsecured Notes and 7.75% Unsecured Notes are listed on the NASDAQ Global Select Market (trading symbol "OXSQG" and "OXSQH", respectively). The 6.25% Unsecured Notes were formerly listed on the NASDAQ Global Select Market under the trading symbol "OXSQZ" until they were fully repaid and delisted on September 19, 2025.
|
As of |
||||||||||||||||||
|
December 31, 2025 |
December 31, 2024 |
|||||||||||||||||
|
($ in millions) |
Principal |
Carrying |
Fair Value |
Principal |
Carrying |
Fair Value |
||||||||||||
|
5.50% Unsecured Notes |
$ |
80.5 |
$ |
79.5 |
$ |
77.8 |
$ |
80.5 |
$ |
79.1 |
$ |
74.7 |
||||||
|
7.75% Unsecured Notes |
74.8 |
72.1 |
76.2 |
- |
- |
- |
||||||||||||
|
6.25% Unsecured Notes |
- |
- |
- |
44.8 |
$ |
44.5 |
$ |
44.4 |
||||||||||
|
Total |
$ |
155.3 |
$ |
151.6 |
$ |
154.0 |
$ |
125.3 |
$ |
123.6 |
$ |
119.1 |
||||||
The weighted average stated interest rate and weighted average maturity on all our debt outstanding as of December 31, 2025 were 6.58% and 3.5 years, respectively, and as of December 31, 2024 were 5.77% and 2.8 years, respectively. The aggregate accrued interest which remained payable as of December 31, 2025, was approximately $1.7 million. The aggregate accrued interest which remained payable as of December 31, 2024, was approximately $1.2 million.
The tables below summarize the components of interest expense for the years ended December 31, 2025 and 2024:
|
Year Ended December 31, 2025 |
||||||||||||
|
($ in thousands) |
Stated |
Amortization |
Loss on |
Total(1) |
||||||||
|
5.50% Unsecured Notes |
$ |
4,427.5 |
$ |
385.5 |
$ |
- |
$ |
4,813.0 |
||||
|
7.75% Unsecured Notes |
2,317.3 |
228.8 |
- |
2,546.0 |
||||||||
|
6.25% Unsecured Notes |
1,741.5 |
143.7 |
166.1 |
2,051.3 |
||||||||
|
Total(1) |
$ |
8,486.2 |
$ |
758.0 |
$ |
166.1 |
$ |
9,410.4 |
||||
|
Year Ended December 31, 2024 |
||||||||||||
|
($ in thousands) |
Stated |
Amortization |
Loss on |
Total |
||||||||
|
6.25% Unsecured Notes |
$ |
2,799.4 |
$ |
233.8 |
$ |
- |
$ |
3,033.2 |
||||
|
5.50% Unsecured Notes |
4,427.5 |
386.6 |
- |
4,814.1 |
||||||||
|
Total |
$ |
7,226.9 |
$ |
620.4 |
$ |
- |
$ |
7,847.3 |
||||
____________
(1) Totals may not sum due to rounding
Distributions
In order to qualify for tax treatment as a RIC, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and realized net short-termcapital gains in excess of realized net long-termcapital losses to our stockholders on an annual basis.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. We cannot assure stockholders that they will receive any distributions.
To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our taxable ordinary income or capital gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is taxable ordinary income or capital gains. The final determination of the nature of our distributions can only be made upon the filing of our tax return. We have until October 15, 2026 to file our U.S. federal income tax return for the year ended December 31, 2025.
The following table reflects the cash distributions, including distributions reinvested, if any, per share that we have paid on our common stock since the beginning of the 2023 fiscal year through 2025:
|
Date Declared |
Record Date |
Payment Date |
Total |
GAAP Net |
Distributions in |
|||||||||||
|
Fiscal 2025(1) |
||||||||||||||||
|
July 30, 2025 |
December 17, 2025 |
December 31, 2025 |
$ |
0.035 |
$ |
N/A |
$ |
- |
||||||||
|
July 30, 2025 |
November 14, 2025 |
November 28, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
July 30, 2025 |
October 17, 2025 |
October 31, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Fourth Quarter 2025) |
0.105 |
0.07 |
0.04 |
|||||||||||||
|
April 22, 2025 |
September 16, 2025 |
September 30, 2025 |
0.035 |
N/A |
$ |
- |
||||||||||
|
April 22, 2025 |
August 15, 2025 |
August 29, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
April 22, 2025 |
July 17, 2025 |
July 31, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Third Quarter 2025) |
0.105 |
0.07 |
0.04 |
|||||||||||||
|
February 27, 2025 |
June 16, 2025 |
June 30, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
February 27, 2025 |
May 16, 2025 |
May 30, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
February 27, 2025 |
April 16, 2025 |
April 30, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Second Quarter 2025) |
0.105 |
0.08 |
0.03 |
|||||||||||||
|
October 31, 2024 |
March 17, 2025 |
March 31, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
October 31, 2024 |
February 14, 2025 |
February 28, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
October 31, 2024 |
January 17, 2025 |
January 31, 2025 |
0.035 |
N/A |
- |
|||||||||||
|
Total (First Quarter 2025) |
0.105 |
0.09 |
0.02 |
|||||||||||||
|
Total (2025) |
$ |
0.420 |
(1) |
$ |
0.30 |
(4) |
$ |
0.12 |
(4) |
|||||||
|
Fiscal 2024(1) |
||||||||||||||||
|
August 8, 2024 |
December 17, 2024 |
December 31, 2024 |
$ |
0.035 |
$ |
N/A |
$ |
- |
||||||||
|
August 8, 2024 |
November 15, 2024 |
November 29, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
August 8, 2024 |
October 17, 2024 |
October 31, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Fourth Quarter 2024) |
0.105 |
0.09 |
0.02 |
|||||||||||||
|
April 25, 2024 |
September 16, 2024 |
September 30, 2024 |
0.035 |
N/A |
$ |
- |
||||||||||
|
April 25, 2024 |
August 16, 2024 |
August 30, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
April 25, 2024 |
July 17, 2024 |
July 31, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Third Quarter 2024) |
0.105 |
0.10 |
0.01 |
|||||||||||||
|
March 14, 2024 |
June 14, 2024 |
June 28, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
March 14, 2024 |
May 17, 2024 |
May 31, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
March 14, 2024 |
April 16, 2024 |
April 30, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Second Quarter 2024) |
0.105 |
0.13 |
(0.02 |
) |
||||||||||||
|
November 2, 2023 |
March 15, 2024 |
March 29, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
November 2, 2023 |
February 15, 2024 |
February 29, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
November 2, 2023 |
January 17, 2024 |
January 31, 2024 |
0.035 |
N/A |
- |
|||||||||||
|
Total (First Quarter 2024) |
0.105 |
0.11 |
(0.01 |
) |
||||||||||||
|
Total (2024) |
$ |
0.420 |
(2) |
$ |
0.42 |
(4) |
$ |
0.00 |
||||||||
|
Fiscal 2023 |
||||||||||||||||
|
August 3, 2023 |
December 15, 2023 |
December 29, 2023 |
$ |
0.035 |
$ |
N/A |
$ |
- |
||||||||
|
August 3, 2023 |
November 16, 2023 |
November 30, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
August 3, 2023 |
October 17, 2023 |
October 31, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Fourth Quarter 2023) |
0.105 |
0.13 |
(0.03 |
) |
||||||||||||
|
August 3, 2023(5) |
September 15, 2023 |
September 29, 2023 |
$ |
0.120 |
$ |
N/A |
$ |
- |
||||||||
|
April 25, 2023 |
September 15, 2023 |
September 29, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
April 25, 2023 |
August 17, 2023 |
August 31, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
April 25, 2023 |
July 17, 2023 |
July 31, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Third Quarter 2023) |
0.225 |
0.11 |
0.12 |
|||||||||||||
|
March 16, 2023 |
June 16, 2023 |
June 30, 2023 |
$ |
0.035 |
$ |
N/A |
$ |
- |
||||||||
|
March 16, 2023 |
May 17, 2023 |
May 31, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
March 16, 2023 |
April 14, 2023 |
April 28, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
Total (Second Quarter 2023) |
0.105 |
0.13 |
(0.03 |
) |
||||||||||||
|
Date Declared |
Record Date |
Payment Date |
Total |
GAAP Net |
Distributions in |
|||||||||||
|
October 20, 2022 |
March 17, 2023 |
March 31, 2023 |
$ |
0.035 |
$ |
N/A |
$ |
- |
||||||||
|
October 20, 2022 |
February 14, 2023 |
February 28, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
October 20, 2022 |
January 17, 2023 |
January 31, 2023 |
0.035 |
N/A |
- |
|||||||||||
|
Total (First Quarter 2023) |
0.105 |
0.13 |
(0.03 |
) |
||||||||||||
|
Total (2023) |
$ |
0.540 |
(3) |
$ |
0.51 |
(4) |
$ |
0.03 |
||||||||
____________
(1) The tax characterization of cash distributions for the year ended December 31, 2025 will not be known until the tax return for such year is finalized. For the year ended December 31, 2025, the amounts and sources of distributions reported are only estimates and are not being provided for U.S. tax reporting purposes. The final determination of the source of all distributions in 2025 will be made after year-endand the amounts represented may be materially different from the amounts disclosed in the final Form 1099-DIVnotice. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Company's investment performance and may be subject to change based on tax regulations.
(2) Cash distributions for the year ended December 31, 2024 represented 100% net investment income and therefore there was no tax return of capital.
(3) Cash distributions for the year ended December 31, 2023 represented 100% net investment income and therefore there was no tax return of capital.
(4) Totals may not sum due to rounding.
(5) Special distribution.
RELATED PARTIES
We have a number of business relationships with affiliated or related parties, including the following:
• We have entered into the Investment Advisory Agreement with Oxford Square Management. Oxford Square Management is controlled by Oxford Funds, its managing member. In addition to Oxford Funds, Oxford Square Management is owned by Charles M. Royce, a member of our Board, who holds a minority, non-controllinginterest in Oxford Square Management as the non-managingmember. Oxford Funds, as the managing member of Oxford Square Management, manages the business and internal affairs of Oxford Square Management. In addition, Oxford Funds provides us with office facilities and administrative services pursuant to the Administration Agreement.
• Messrs. Cohen and Rosenthal also currently serve as Chief Executive Officer and President, respectively, at Oxford Gate Management, the investment adviser to the Oxford Gate Funds and Oxford Bridge II, LLC. Oxford Funds is the managing member of Oxford Gate Management. In addition, Bruce L. Rubin serves as the Chief Financial Officer and Secretary, and Gerald Cummins serves as the Chief Compliance Officer, respectively, of Oxford Gate Management.
• Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversifiedclosed-endmanagement investment company that invests primarily in equity and junior debt tranches of CLO vehicles, and its investment adviser, Oxford Lane Management. Oxford Funds provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Bruce L. Rubin serves as the Chief Financial Officer, Treasurer and Corporate Secretary of Oxford Lane Capital Corp. and Chief Financial Officer and Treasurer of Oxford Lane Management, and Mr. Cummins serves as the Chief Compliance Officer of Oxford Lane Capital Corp. and Oxford Lane Management.
• Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Park Income Fund, Inc., a non-diversifiedclosed-endmanagement investment company that invests primarily in equity and junior debt tranches of CLO vehicles, and its investment adviser, Oxford Park Management. Oxford Funds provides Oxford Park Income Fund, Inc. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Park Management. In addition, Bruce L. Rubin serves as the Chief Financial Officer, Treasurer and Corporate Secretary of Oxford Park Income Fund, Inc. and Chief Financial Officer and Treasurer of Oxford Park Management, and Mr. Cummins serves as the Chief Compliance Officer of Oxford Park Income Fund, Inc. and Oxford Park Management.
As a result, certain conflicts of interest may arise with respect to the management of our portfolio by Messrs. Cohen and Rosenthal on the one hand, and the obligations of Messrs. Cohen and Rosenthal to manage Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds, respectively, on the other hand.
Oxford Square Management, Oxford Lane Management, Oxford Park Management and Oxford Gate Management are subject to a written policy with respect to the allocation of investment opportunities among the Company, Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds. Where investments are suitable for more than one entity, the allocation policy generally provides that, depending on size and subject to current and anticipated cash availability, the absolute size of the investment as well as its relative size compared to the total assets of each entity, current and anticipated weighted average costs of capital, among other factors, an investment amount will be determined by the adviser to each entity. On January 6, 2026, we received an updated form of co-investmentexemptive relief from the SEC to allow certain managed funds and investment vehicles, each of whose investment adviser is Oxford Square Management or an investment adviser controlling, controlled by or under common control with Oxford Square Management, to participate in negotiated co-investmenttransactions where doing so is consistent with regulatory requirements and other pertinent factors, and pursuant to the conditions of the Co-InvestmentOrder. The Co-InvestmentOrder, which supersedes the co-investmentorder issued to us on June 14, 2017, is a new form of co-investmentexemptive relief that adopts a more flexible requirement that allocations be "fair and equitable" to us and that Oxford Square Management considers the interests of us and other affiliated 1940 Act-regulatedfunds that rely on the Co-InvestmentOrder in allocations and which minimizes certain board approval requirements as compared to the prior form of co-investmentexemptive relief. Among other things, under the Co-InvestmentOrder, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for us and each other participating affiliated entity. The requirements of the Co-InvestmentOrder (including any requirements for board approval thereunder), as well as other regulatory requirements associated with us and other affiliated 1940 Act-regulatedfunds that rely on the Co-InvestmentOrder, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, us) or otherwise impact allocation results. Any changes to the Co-InvestmentOrder or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to us and thereby affect (and potentially decrease) the allocation made to us or otherwise impact the process for allocations in transactions in which we participate.
In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board reviews these procedures on an annual basis.
We have also adopted a Code of Business Conduct and Ethics which applies to our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Business Conduct and Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Pursuant to our Code of Business Conduct and Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict. Our Audit Committee is charged with approving any waivers under our Code of Business Conduct and Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).
Information concerning related party transactions is included in the financial statements and related notes, appearing elsewhere in this annual report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) revenues and expenses during the periods reported. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. Actual results could materially differ from those estimates. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in "Item 1A. Risk Factors." See Note 2 to our financial statements for the year ended December 31, 2025 for more information on our critical accounting policies.
Investment Valuation
We fair value our investment portfolio in accordance with the provisions of ASC 820, Fair Value Measurement and Disclosure("ASC 820") and Rule 2a-5under the 1940 Act. Estimates made in the preparation of our financial statements include the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We believe that there is no single definitive method for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.
ASC 820-10clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC 820-10defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10also establishes a three-tierfair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
• Level 1, defined as observable inputs such as quoted prices in active markets;
• Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities in markets that are not active; and
• Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
We consider the attributes of current market conditions on an on-goingbasis and have determined that due to the general illiquidity of the market for our investment portfolio, whereby little or no market data exists, substantially all of our fair valued investments are measured based upon Level 3 inputs as of December 31, 2025 and December 31, 2024.
Our Board of Directors determines the value of our investment portfolio each quarter. In connection with that determination, members of Oxford Square Management's portfolio management team prepare a quarterly analysis of each portfolio investment using the most recent portfolio company financial statements, forecasts and other relevant financial and operational information. We may also engage a third-partyvaluation firm to provide assistance in valuing certain of our syndicated loans and bilateral investments, including related equity investments, although our Board of Directors ultimately determines the appropriate valuation of each such investment. Changes in fair value, as described above, are recorded in the statements of operations as net change in unrealized appreciation/depreciation.
Our corporate loan portfolio investments are valued using several valuation processes. The quantitative inputs and data points that determine which method to utilize to value any given investment include, but are not limited to:
• Bid/offer prices;
• Depth, which is defined as the number of securities firms that make a market in a respective corporate syndicated loan and contribute data on the corporate syndicated loan to market data providers;
• Liquidity score, which is a metric to help market participants ascertain their ability to exit a position within a given time frame and near a prevailing indicative price, which provides a benchmark of liquidity risk;
• Financial performance of the underlying portfolio company;
• Recent business developments;
• Covenant compliance; and
• Recent transactions.
In instances where secondary market data is limited, we may engage a third-partyvaluation firm to independently determine an estimate of fair value. Currently, we have a single company valued via a third-partyvaluation firm. This valuation method employs a waterfall method whereby the enterprise value ("EV") of the company is estimated based on company financial performance inputs, such as EBITDA, and publicly traded comparable company multiples. The EV is then attributed to each debt tranche, preferred equity tranche, and common equity, in order of seniority, to arrive at a valuation for our holdings. Generally speaking, as estimated EV increases, the fair value of our investments will also increase. As market multiples and EBITDA increase, estimated EV will also increase.
In valuing our CLO debt and equity investments, we consider the indicative prices provided by a recognized industry pricing service as a primary source, and the implied yield of such prices, supplemented by actual trades executed in the market at or around period-end, as well as the indicative prices provided by brokers who arrange transactions in such investment vehicles. We also consider those instances in which the record date for an equity distribution payment falls on the last day of the period, and the likelihood that a prospective purchaser would require a downward adjustment to the indicative price representing substantially all of the pending distribution. Additional factors include any available information on other relevant transactions including firm bids and offers in the market and information resulting from bids-wanted-in-competition. In addition, we consider the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. We calculate the fair value of certain CLO equity investments based upon the net present value of expected contractual payment streams discounted using estimated market yields for the equity tranche of the respective CLO vehicle. Oxford Square Management or the Valuation Committee may request an additional analysis by a third-partyfirm to assist in the valuation process of CLO investment vehicles. All information is presented to our Board for its determination of fair value of these investments.
Recently Issued Accounting Standards
See "Note 17. Recent Accounting Pronouncements" to our financial statements for a description of recent accounting pronouncements, including the impact on our financial statements.
RECENT DEVELOPMENTS
The following distributions payable to stockholders are shown below:
|
Date Declared |
Record Dates |
Payable Dates |
Per Share Distribution |
|||
|
October 30, 2025 |
January 16, 2026 |
January 30, 2026 |
$0.035 |
|||
|
October 30, 2025 |
February 13, 2026 |
February 27, 2026 |
$0.035 |
|||
|
October 30, 2025 |
March 17, 2026 |
March 31, 2026 |
$0.035 |
|||
|
February 26, 2026 |
April 16, 2026 |
April 30, 2026 |
$0.035 |
|||
|
February 26, 2026 |
May 15, 2026 |
May 29, 2026 |
$0.035 |
|||
|
February 26, 2026 |
June 16, 2026 |
June 30, 2026 |
$0.035 |