UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _____ to _______

 

Commission File Number: 814-00235

 

 

Rand Capital Corporation

(Exact Name of Registrant as specified in its Charter)

 

 

New York		16-0961359
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
14 Lafayette Square, Suite 1405, Buffalo, NY		14203
(Address of Principal executive offices)		(Zip Code)

 

(716) 853-0802

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		RAND		Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☑		Smaller reporting company	☐
			Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No ☑

 

As of November 7, 2025, there were 2,969,814 shares of the registrant’s common stock outstanding.

 

 

RAND CAPITAL CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS FOR FORM 10-Q

 

PART I. – FINANCIAL INFORMATION
Item 1.	Financial Statements and Supplementary Data	1
	Consolidated Statements of Financial Position as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Consolidated Schedule of Portfolio Investments as of September 30, 2025 (Unaudited)	5
	Consolidated Schedule of Portfolio Investments as of December 31, 2024	12
	Notes to the Consolidated Financial Statements (Unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4.	Controls and Procedures	49
PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements and Supplementary Data

 

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

		September 30, 2025 (Unaudited)				December 31, 2024
ASSETS
Investments at fair value:
Control investments (cost of $6,563,940 and $6,188,940, respectively)		$	2,000,000			$	2,500,000
Affiliate investments (cost of $37,470,374 and $42,488,804, respectively)			33,155,868				51,668,144
Non-Control/Non-Affiliate investments (cost of $9,501,053 and $19,442,491, respectively)			9,175,004				16,649,897
Total investments, at fair value (cost of $53,535,367 and $68,120,235, respectively)			44,330,872				70,818,041
Cash			9,490,747				834,805
Interest receivable (net of allowance of $25,337 and $0, respectively)			183,737				357,530
Prepaid income taxes			343,689				329,365
Deferred tax asset, net			116,889				2,161
Other assets			113,854				115,531
Total assets		$	54,579,788			$	72,457,433
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser		$	527,225			$	2,182,846
Accounts payable and accrued expenses			64,976				92,568
Line of credit (see Note 6)			—				600,000
Capital gains incentive fees			—				1,565,000
Deferred revenue			366,073				516,441
Dividend payable			—				2,168,058
Total liabilities			958,274				7,124,913
Commitments and contingencies (see Note 5)
Stockholders’ equity (net assets):
Common stock, $0.10 par; shares authorized 100,000,000; shares issued:    3,037,709 at 9/30/25 and 2,648,916 at 12/31/24; shares outstanding: 2,969,814 at    9/30/25 and 2,581,021 at 12/31/24 (see Note 1)			303,771				264,892
Capital in excess of par value			64,051,504				55,419,620
Stock dividends distributable: 0 shares at 9/30/25 and 388,793 shares at 12/31/24			—				8,672,231
Treasury stock, at cost: 67,895 shares at 9/30/25 and 12/31/24			(1,566,605	)			(1,566,605	)
Total distributable earnings			(9,167,156	)			2,542,382
Total stockholders’ equity (net assets) (per share – 9/30/25: $18.06;    12/31/24: $25.31)			53,621,514				65,332,520
Total liabilities and stockholders’ equity (net assets)		$	54,579,788			$	72,457,433

 

See accompanying notes