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 March 31, 2026

☐ 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

     The Nasdaq Stock Market LLC

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 May 6, 2026, there were 2,969,814 shares of the registrant’s common stock outstanding.

Table of Contents

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 March 31, 2026 (Unaudited) and December 31, 2025	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
	Consolidated Schedule of Portfolio Investments as of March 31, 2026 (Unaudited)	5
	Consolidated Schedule of Portfolio Investments as of December 31, 2025	12
	Notes to the Consolidated Financial Statements (Unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46
PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	March 31, 2026 (Unaudited)			December 31, 2025
ASSETS
Investments at fair value:
Control investments (cost of $6,563,940 and $6,563,940, respectively)	$	1,400,000		$	1,400,000
Affiliate investments (cost of $45,891,354 and $40,867,599, respectively)		39,759,324			36,775,685
Non-Control/Non-Affiliate investments (cost of $9,709,789 and $9,630,860, respectively)		10,383,740			10,304,811
Total investments, at fair value (cost of $62,165,083 and $57,062,399, respectively)		51,543,064			48,480,496
Cash and cash equivalents		330,550			4,208,948
Interest receivable (net of allowance of $25,337)		244,962			168,039
Prepaid income taxes		322,186			283,581
Other assets		73,864			54,248
Total assets	$	52,514,626		$	53,195,312
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser (see Note 8)	$	532,591		$	519,287
Accounts payable and accrued expenses		99,873			101,975
Line of credit (see Note 6)		500,000			—
Deferred revenue		427,307			390,597
Total liabilities		1,559,771			1,011,859
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; shares outstanding: 2,969,814 at 3/31/26 and 12/31/25 (see Note 1)		303,771			303,771
Capital in excess of par value		64,063,157			64,063,157
Treasury stock, at cost: 67,895 shares at 3/31/26 and 12/31/25		(1,566,605	)		(1,566,605	)
Total distributable earnings		(11,845,468	)		(10,616,870	)
Total stockholders’ equity (net assets) (per share – 3/31/26: $17.16; 12/31/25: $17.57)		50,954,855			52,183,453
Total liabilities and stockholders’ equity (net assets)	$	52,514,626		$	53,195,312

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31, 2026			Three months ended March 31, 2025
Investment income:
Interest from portfolio companies:
Control investments	$	8,896		$	—
Affiliate investments		953,175			1,282,859
Non-Control/Non-Affiliate investments		220,688			394,307
Total interest from portfolio companies		1,182,759			1,677,166
Interest from other investments:
Non-Control/Non-Affiliate investments		13,801			10,383
Total interest from other investments		13,801			10,383
Dividend and other investment income:
Affiliate investments		—			13,125
Total dividend and other investment income		—			13,125
Fee income:
Control investments		4,516			4,516
Affiliate investments		35,001			131,755
Non-Control/Non-Affiliate investments		3,772			170,959
Total fee income		43,289			307,230
Total investment income		1,239,849			2,007,904
Expenses:
Base management fee (see Note 8)		189,695			252,208
Income based incentive fees (see Note 8)		—			119,673
Capital gains incentive fees (see Note 8)		—			(75,000	)
Interest expense		29,610			36,486
Professional fees		223,622			208,842
Stockholders and office operating		61,269			90,763
Directors' fees		73,375			63,850
Administrative fees		50,700			48,750
Insurance		9,972			13,162
Corporate development		3,674			6,994
Bad debt expense		—			25,337
Total expenses		641,917			791,065
Net investment income before income taxes:		597,932			1,216,839
Income tax expense (benefit)		52,905			(1,276	)
Net investment income		545,027			1,218,115
Net realized gain on sales and dispositions of investments:
Affiliate investments		1,075,571			925,357
Non-Control/Non-Affiliate investments		—			(25	)
Net realized gain on sales and dispositions of investments		1,075,571			925,332
Net change in unrealized appreciation/depreciation on investments:
Control investments		—			(875,000	)
Affiliate investments		(2,040,116	)		(423,384	)
Change in unrealized appreciation/depreciation before income taxes		(2,040,116	)		(1,298,384	)
Deferred income tax (benefit) expense		(52,049	)		3,616
Net change in unrealized appreciation/depreciation on investments		(1,988,067	)		(1,302,000	)
Net realized and unrealized loss on investments		(912,496	)		(376,668	)
Net (decrease) increase in net assets from operations	$	(367,469	)	$	841,447
Weighted average shares outstanding		2,969,814			2,869,339
Basic and diluted net (decrease) increase in net assets from operations per share	$	(0.12	)	$	0.29

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)


	Three months ended March 31, 2026			Three months ended March 31, 2025
Net assets at beginning of period	$	52,183,453		$	65,332,520
Net investment income		545,027			1,218,115
Net realized gain on sales and dispositions of investments		1,075,571			925,332
Net change in unrealized appreciation/depreciation on investments		(1,988,067	)		(1,302,000	)
Net (decrease) increase in net assets from operations		(367,469	)		841,447
Declaration of dividend		(861,129	)		(862,714	)
Net assets at end of period	$	50,954,855		$	65,311,253

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31, 2026			Three months ended March 31, 2025
Cash flows from operating activities:
Net (decrease) increase in net assets from operations	$	(367,469	)	$	841,447
Adjustments to reconcile net (decrease) increase in net assets to net cash (used in) provided by operating activities:
Investments in portfolio companies		(5,127,924	)		(375,000	)
Proceeds from sale of portfolio investments		1,319,571			955,357
Proceeds from loan repayments		29,170			8,369,876
Net realized gain on sales and dispositions of portfolio investments		(1,075,571	)		(925,332	)
Change in unrealized appreciation/depreciation on investments		2,040,116			1,298,384
Deferred income tax benefit		—			(2,725	)
Amortization		6,250			6,250
Original issue discount amortization		(3,600	)		(23,502	)
Non-cash conversion of debenture interest		(244,330	)		(624,105	)
Non-cash conversion of loan modification fee		—			(15,000	)
Change in interest receivable allowance		—			25,337
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(76,923	)		108,920
Increase in other assets		(25,866	)		(54,121	)
Increase in prepaid income taxes		(38,605	)		(9,872	)
Decrease in accounts payable and accrued expenses		(2,102	)		(46,892	)
Increase (decrease) in due to investment adviser		13,304			(1,637,008	)
Decrease in capital gains incentive fees payable		—			(75,000	)
Increase (decrease) in deferred revenue		36,710			(87,778	)
Total adjustments		(3,149,800	)		6,887,789
Net cash (used in) provided by operating activities		(3,517,269	)		7,729,236
Cash flows from financing activities:
Net proceeds from (repayment of) line of credit		500,000			(600,000	)
Payment of cash dividend		(861,129	)		(3,030,772	)
Net cash used in financing activities		(361,129	)		(3,630,772	)
Net (decrease) increase in cash and cash equivalents		(3,878,398	)		4,098,464
Cash and cash equivalents:
Beginning of period		4,208,948			834,805
End of period	$	330,550		$	4,933,269

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026

(Unaudited)


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value		Percent of Net Assets
Non-Control/Non-Affiliate Investments – 20.4% of net assets: (f) (l)
Caitec, Inc. (k)(q) Halethorpe, MD. Pet product manufacturer and distributor. (Consumer Goods)	$1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK), due July 2, 2027.	11/6/20	4%		2,537,678		2,537,678	10.1%
www.caitec.com	61,261 Series A Preferred.	12/28/23			61,261		25,000
	150 Class A Units. (r)	11/6/20			150,000		—
	$1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK), due July 2, 2027.	11/6/20			2,537,678		2,537,678
	150 Class A Units. (r)	11/6/20			150,000		—
	61,261 Series A Preferred.	12/28/23			61,261		25,000
	Total Caitec				5,497,878		5,125,356
GoNoodle, Inc. (k)(q) Nashville, TN. Student engagement	$1,500,000 Secured Note at 12% (1% PIK) due June 15, 2026.	11/1/19	<1%		1,458,346		1,458,346	2.9%
education software providing core aligned	Warrant for 21,948 Series D Preferred.	11/1/19			38		38
physical activity breaks. (Software)	Total GoNoodle				1,458,384		1,458,384
www.gonoodle.com
OnCore Golf Technology, Inc. (g)(q) Buffalo, NY. Patented and proprietary golf balls utilizing technology and innovation. (Consumer Product) www.oncoregolf.com	300,483 Preferred AA.	11/30/18	2%		752,712		100,000	0.2%
Open Exchange, Inc. (g)(q)	397,899 Series C Preferred.	11/13/13	2%		1,193,697		700,000	1.4%
Lincoln, MA. Online presentation and	397,899 Common.	10/22/19			208,243		—
training software. (Software)	Total Open Exchange				1,401,940		700,000
www.openexc.com
PostProcess Technologies, Inc. (g)(q) Buffalo, NY. Provides innovative solutions for the post-processing of additive manufactured 3D parts. (Manufacturing) www.postprocess.com	137,054 Series A Preferred.	11/1/19	<1%		348,875		—	0.0%
SQF LLC d/b/a Verta (g)(q)	211,567 A-1 Units of SQF Holdco LLC.	3/15/19	2%		—		1,500,000	5.9%
Portland, ME. Develops and operates innovative pole and tower solutions for 5G	250 Class D-1 Units of SQF Holdco LLC.	2/16/23			250,000		1,500,000
& wireless telecom transmission.	Total SQF LLC				250,000		3,000,000
(Professional and Business Services)
www.vertawireless.com
Subtotal Non-Control/Non-Affiliate Investments				$	9,709,789	$	10,383,740
Affiliate Investments – 78.0% of net assets (f) (m)
AME Holdco, LLC (o)(q) Auburn Hills, MI. Provider of auto dealer	$3,000,000 Term Note at 13%, due October 24, 2030.	2/11/26	13%		3,000,000		3,000,000	7.9%
service center design, equipment, installation	1,000,000 Class A Units.	2/11/26			1,000,000		1,000,000
and service.	Total AME				4,000,000		4,000,000
(Professional and Business Services)
www.amecompanies.com
Applied Image, Inc. (i)(q) Rochester, NY. Global supplier of precision	$1,750,000 Term Note at 12%, due February 1, 2029.	12/31/21	12%		1,720,830		1,720,830	3.4%
imaged optical components and calibration	Warrant for 1,167 shares.	12/31/21			—		—
standards for a wide range of industries and	Total Applied Image				1,720,830		1,720,830
applications. (Manufacturing)
www.appliedimage.com

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value		Percent of Net Assets
Autotality (g)(k)(o)(q) Deerfield Beach, FL. Provides spray booth equipment, frame repair machines and paint	$2,283,702 Amended Term Note at 14% PIK through June 30, 2026, thereafter 14%, due March 31, 2027.	11/18/19	8%		3,273,457		2,250,000	4.4%
booth filter services for collision shops.	626.2 shares Class A-1 Units.	6/3/22			626,243		—
(Automotive)	417.7 shares Class A-0 Units.	9/30/22			139,232		—
www.autotality.com	Total Autotality				4,038,932		2,250,000
Bauer Sheet Metal and Fabricating, LLC (q)	$3,250,000 Term Note at 13% due October 24, 2030.	10/24/25	12%		3,239,200		3,239,200	6.9%
Muskegon, MI. Sheet metal fabricator and	Warrant for 12% Membership Interest.				12,000		300,000
installer. (Manufacturing)	Total Bauer				3,251,200		3,539,200
www.bauersheetmetal.com
BlackJet Direct Marketing, LLC (k)(o)(q) Mountain Top, PA. Direct mail marketing	$2,250,000 Term Note at 14% (+1% PIK) due December 12, 2030.	9/12/25	6%		2,262,583		2,262,583	4.9%
agency specializing in the travel/tourism,	5.55% Preferred Membership Interest.				250,000		250,000
home services and legal services markets.	Total BlackJet Direct Marketing				2,512,583		2,512,583
(Marketing)
www.blackjetmarketing.com
BMP Food Service Supply Holdco, LLC (g)(h)(k)(o)(q) Salt Lake City, UT. Provides design, distribution, and installation services for commercial kitchen renovations and new builds. (Professional and Business Services) www.foodservicesupply.com	$7,235,000 Fourth Amended and Restated Term Note: $4,820,000 in principal amount at 12% PIK through February 5, 2027, thereafter 12%, $1,615,000 in principal amount at 16% PIK through February 5, 2027, thereafter 13% (+3% PIK), and $800,000 in principal amount at 13%, due November 22, 2027.	11/22/22	17%		7,991,496		4,259,834	8.4%
	16.87% Preferred Interest.	11/22/22			497,619		—
	Total BMP Food Service Supply				8,489,115		4,259,834
BMP Swanson Holdco, LLC (k)(o)(q) Plano, TX. Designs, installs, and maintains a variety of fire protection systems.	$1,600,000 Term Note at 5% (+7% PIK) through July 31, 2026, thereafter 12%, due March 31, 2027.	3/4/21	9%		1,787,551		1,787,551	5.0%
(Professional and Business Services) www.swansonfire.com	Preferred Membership Interest for 9.24%.	3/4/21			233,333		750,000
	Total BMP Swanson				2,020,884		2,537,551
Carolina Skiff LLC (g)(o)(q) Waycross, GA. Manufacturer of ocean	6.0825% Class A Common Membership Interest.	1/30/04	7%		15,000		765,245	1.5%
fishing and pleasure boats. (Manufacturing)
www.carolinaskiff.com
FCM Industries Holdco LLC (k)(q) Jacksonville, FL. Commercial mulch	$3,380,000 Term Note at 13% due July 31, 2028.	7/31/23	12%		3,380,000		3,380,000	7.7%
installation company that serves a range of end markets.	$420,000 Convertible Note at 10% PIK, due July 31, 2033.	7/31/23			549,865		549,865
(Professional and Business Services)	Total FCM Industries				3,929,865		3,929,865
www.firstcoastmulch.com
Highland All About People Holdings, Inc. (k)(q)	$3,000,000 Term Note at 12% (+4% PIK) due August 7, 2028.	8/7/23	12%		3,338,889		3,338,889	8.5%
Phoenix, AZ. Full-service staffing and	1,000,000 Class A Units.	8/7/23			1,000,000		1,000,000
executive search firm with a focus on the	Total Highland All About People				4,338,889		4,338,889
healthcare industry. (Professional and Business Services) www.allaboutpeople.net
Inter-National Electronic Alloys LLC d/b/a EFINEA (o)(q)	$3,288,235 Term Note at 12% due April 4, 2028.	4/4/23	6%		3,389,246		3,389,246	10.2%
Oakland, NJ. Stocking distributor of	75.3 Class B Preferred Units.	4/4/23			1,011,765		1,800,000
controlled expansion alloys, electronic grade	Total EFINEA				4,401,011		5,189,246
nickels, refractory grade metals and alloys, and soft magnetic alloys. (Distribution) www.nealloys.com

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value			Percent of Net Assets
Mobile RN Holdings LLC d/b/a Mobile IV Nurses (k)(o)(q)	$2,500,000 Term Note at 14% (+1% PIK) due October 2, 2029.	10/2/24	6%		2,538,157		2,538,157		6.0%
Phoenix, AZ. IV hydration therapy service	6,375 Class A Common Units.	10/2/24			375,000		500,000
provider. (Health and Wellness)	Total Mobile IV Nurses				2,913,157		3,038,157
www.mobileivnurses.com
Mountain Regional Equipment Solutions (g)(h)(o)(q)	$3,000,000 Term Note at 14%, due January 16, 2029.	1/16/24	7%		3,317,419		1,000,000		3.3%
Salt Lake City, UT. Provider of maintenance, safety, fluid transfer, and custom fabrication products. (Distribution)	$677,924 Senior Secured Promissory Note at SOFR + 3.25%, due January 16, 2027.	3/13/26			677,924		677,924
www.mountainregionaleq.com	37,991 Common Units.	1/16/24			204,545		—
	Warrant for 4% Membership Interest.	1/16/24			60,000		—
	Total Mountain Regional Equipment Solutions				4,259,888		1,677,924
Subtotal Affiliate Investments				$	45,891,354	$	39,759,324
Control Investments - 2.7% of net assets (f) (n)
ITA Acquisition, LLC (h)(k)(o)(q) Ormond Beach, FL. Blind and shade manufacturing. (Manufacturing) www.itawindowfashions.com	$2,672,808 Fifth Amended and Restated Term Note: $2,297,808 in principal amount at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), and $375,000 in principal amount at 14%, due June 21, 2026.	6/22/21	37%		3,619,220		931,395		2.7%
	$1,500,000 Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.	6/22/21			1,820,910		468,605
	1,124 Class A Preferred Units and 1,924 Class B Common Units.	6/22/21			1,123,810		—
	Total ITA				6,563,940		1,400,000
Subtotal Control Investments				$	6,563,940	$	1,400,000
TOTAL INVESTMENTS – 101.2%				$	62,165,083	$	51,543,064
Money Market Funds (included in cash and cash equivalents) - 0.0% of net assets
JPMorgan U.S. Government Money Market Fund Premier, 3.05%		N/A	N/A		3,344		3,344		0.0%
Subtotal Money Market Funds				$	3,344	$	3,344
TOTAL INVESTMENTS AND MONEY MARKET FUNDS – 101.2%				$	62,168,427	$	51,546,408
LIABILITIES IN EXCESS OF OTHER ASSETS - (1.2%)							(591,553	)
NET ASSETS – 100%						$	50,954,855

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)

Notes to the Consolidated Schedule of Portfolio Investments

(a)

At March 31, 2026, restricted securities represented 100% of the fair value of the investment portfolio. Restricted securities are subject to one or more restrictions on resale and are not freely marketable. Type of investment for equity position is in the form of shares unless otherwise noted as units or interests, i.e., preferred shares, common shares.

(b)

The Date Acquired column indicates the date on which the Corporation first acquired an investment.

(c)

Each equity percentage estimates the Corporation’s ownership interest in the applicable portfolio investment. The estimated ownership is calculated based on the percent of outstanding voting securities held by the Corporation or the potential percentage of voting securities held by the Corporation upon exercise of warrants or conversion of debentures, or other available data. If applicable, the symbol “<1%” indicates that the Corporation holds an equity interest of less than one percent.

(d)

The Corporation’s investments are carried at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures,” which defines fair value and establishes guidelines for measuring fair value. At March 31, 2026, ASC 820 designates 100% of the Corporation’s investments as “Level 3” assets. Under the valuation policy of the Corporation, unrestricted publicly traded securities are valued at the closing price for these securities on the last trading day of the reporting period. Restricted securities are subject to restrictions on resale and are valued at fair value as determined in good faith by our external investment advisor Rand Capital Management, LLC (“RCM”) and approved by the Board of Directors. Fair value is considered to be the amount that the Corporation may reasonably expect to receive for portfolio securities when sold on the valuation date. Valuations as of any particular date, however, are not necessarily indicative of amounts which may ultimately be realized as a result of future sales or other dispositions of securities and these favorable or unfavorable differences could be material. Among the factors considered in determining the fair value of restricted securities are the financial condition and operating results, projected operations, and other analytical data relating to the investment. Also considered are the market prices for unrestricted securities of the same class (if applicable) and other matters which may have an impact on the value of the portfolio company (see Note 3—Investments to the Consolidated Financial Statements).

(e)

As of March 31, 2026, the total cost of investment securities was approximately $62.2 million. Net unrealized depreciation was approximately ($10.6) million, which was comprised of $5.2 million of unrealized appreciation of investment securities and ($15.8) million of unrealized depreciation of investment securities. At March 31, 2026, the aggregate gross unrealized gain for federal income tax purposes was approximately $3.0 million and the aggregate gross unrealized loss for federal income tax purposes was ($13.7) million. The net unrealized loss for federal income tax purposes was ($10.6) million based on a tax cost of $62.5 million.

(f)

All of the Corporation’s portfolio assets are pledged as collateral for purposes of securing the Corporation’s senior secured revolving credit facility pursuant to a general security agreement, dated June 27, 2022, between the Corporation, the subsidiaries listed therein, and the Lender (as defined herein).

(g)

These investments are non-income producing. All other investments are income producing. Non-income producing investments have not generated cash payments of interest or dividends including LLC tax-related distributions within the last twelve months or are not expected to do so going forward. If a debt or a preferred equity investment fails to make its most recent payment, then the investment will also be classified as non-income producing.

(h)

These debt investments are on non-accrual status as of March 31, 2026.

(i)

Reduction in cost and fair value from previously reported balances reflects current principal repayment.

(j)

Represents interest due (amounts over $100,000) from investments included as interest receivable on the Corporation’s Consolidated Statements of Financial Position. None at March 31, 2026.

(k)

Payment in kind (PIK) represents earned interest that is added to the cost basis of the investment and due at maturity. The amount of PIK earned is included in the interest rate detailed in the “Type of Investment” column, unless it has been noted with a (+), in which case the PIK is in addition to the face amount of interest due on the security.

(l)

Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.

(m)

Affiliate Investments are defined by the Investment Company Act of 1940, as amended (“1940 Act”), as those Non-Control Investments in companies in which between 5% and 25% of the voting securities are owned by the Corporation.

(n)

Control Investments are defined by the 1940 Act as investments in companies in which more than 25% of the voting securities are owned by the Corporation or where greater than 50% of the board representation is maintained.

(o)

Equity holdings are held in a wholly owned (100%) “blocker corporation” subsidiary of Rand Capital Corporation for federal income tax and Regulated Investment Company (RIC) compliance purposes.

(p)

Indicates assets that the Corporation believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Corporation’s total assets at the time of acquisition of any additional non-qualifying assets. The Corporation had no investments in non-qualifying assets as of March 31, 2026.

(q)

Investments classified as Level 3 for purposes of the fair value determination by RCM and approved by the Board of Directors.

(r)

The Corporation’s investment in Class A Units is in Caitec Holdings, LLC, which is the parent holding company of Caitec, Inc.

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)

Investments in and Advances to Affiliates


Company	Type of Investment	January 1, 2026, Fair Value		Net Change in Unrealized Appreciation (Depreciation)			Gross Additions (1)		Gross Reductions (2)			March 31, 2026, Fair Value		Net Realized Gains (Losses)		Interest/ Dividend/ Fee Income (3)
Control Investments:
ITA Acquisition, LLC	$2,672,808 Fifth Amended and Restated Term Note: $2,297,808 in principal amount at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), and $375,000 in principal amount at 14%, due June 21, 2026.	$	931,395	$	—		$	—	$	—		$	931,395	$	—	$	11,412
	$1,500,000 Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.		468,605		—			—		—			468,605		—		2,000
	1,124 Class A Preferred Units and 1,924 Class B Common Units.		—		—			—		—			—		—		—
	Total ITA		1,400,000		—			—		—			1,400,000		—		13,412
	Total Control Investments	$	1,400,000	$	—		$	—	$	—		$	1,400,000	$	—	$	13,412
Affiliate Investments:
AME Holdco, LLC	$3,000,000 Term Note at 13%, due October 24, 2030.	$	—	$	—		$	3,000,000	$	—		$	3,000,000	$	—	$	54,000
	1,000,000 Class A Units.		—		—			1,000,000		—			1,000,000		—		—
	Total AME		—		—			4,000,000		—			4,000,000		—		54,000
Applied Image, Inc.	$1,750,000 Term Note at 12%, due February 1, 2029.		1,750,000		—			—		(29,170	)		1,720,830		—		53,588
	Warrant for 1,167 shares.		—		—			—		—			—		—		—
	Total Applied Image		1,750,000		—			—		(29,170	)		1,720,830		—		53,588
Autotality	$2,283,702 Amended Term Note at 14% PIK through June 30, 2026, thereafter 14%, due March 31, 2027.		3,149,571		(1,023,457	)		123,886		—			2,250,000		—		115,973
	626.2 shares Class A-1 Units.		—		—			—		—			—		—		—
	417.7 shares Class A-0 Units.		—		—			—		—			—		—		—
	Total Autotality		3,149,571		(1,023,457	)		123,886		—			2,250,000		—		115,973
Bauer Sheet Metal and Fabricating LLC	$3,250,000 Term Note at 13% due October 24, 2030.		3,238,600		—			600		—			3,239,200		—		109,475
	Warrant for 12% Membership Interest.		12,000		288,000			—		—			300,000		—		—
	Total Bauer		3,250,600		288,000			600		—			3,539,200		—		109,475
BlackJet Direct Marketing, LLC	$2,250,000 Term Note at 14% (+1% PIK) due December 12, 2030.		2,256,941		—			5,642		—			2,262,583		—		87,016
	5.55% Preferred Membership Interest.		500,000		(250,000	)		—		—			250,000		—		—
	Total BlackJet		2,756,941		(250,000	)		5,642		—			2,512,583		—		87,016
BMP Food Service Supply Holdco, LLC	$7,235,000 Fourth Amended and Restated Term Note: $4,820,000 in principal amount at 12% PIK through February 5, 2027, thereafter 12%, $1,615,000 in principal amount at 16% PIK through February 5, 2027, thereafter 13% (+3% PIK), and $800,000 in principal amount at 13%, due November 22, 2027.		3,859,834		—			400,000		—			4,259,834		—		42,303
	16.87% Preferred Interest.		—		—			—		—			—		—		—
	Total FSS		3,859,834		—			400,000		—			4,259,834		—		42,303
BMP Swanson Holdco, LLC	$1,600,000 Term Note at 5% (+7% PIK) through July 31, 2026, thereafter 12%, due March 31, 2027.		1,754,587		—			32,964		—			1,787,551		—		54,632
	Preferred Membership Interest for 9.24%.		750,000		—			—		—			750,000		—		—
	Total BMP Swanson		2,504,587		—			32,964		—			2,537,551		—		54,632
Carolina Skiff LLC	6.0825% Class A Common Membership Interest.		765,245		—			—		—			765,245		—		—
	6.62% Premium Preferred Interest.		—		—			—		—			—		3,112		—
	Total Carolina Skiff		765,245		—			—		—			765,245		3,112		—

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)


Company	Type of Investment	January 1, 2026, Fair Value		Net Change in Unrealized Appreciation (Depreciation)			Gross Additions (1)		Gross Reductions (2)			March 31, 2026, Fair Value		Net Realized Gains (Losses)		Interest/ Dividend/ Fee Income (3)
FCM Industries Holdco LLC	$3,380,000 Term Note at 13% due July 31, 2028.		3,380,000		—			—		—			3,380,000		—		113,650
	$420,000 Convertible Note at 10% PIK, due July 31, 2033.		536,344		—			13,521		—			549,865		—		13,521
	Total FCM		3,916,344		—			13,521		—			3,929,865		—		127,171
Highland All About People Holdings, Inc.	$3,000,000 Term Note at 12% (+4% PIK) due August 7, 2028.		3,305,831		—			33,058		—			3,338,889		—		135,234
	1,000,000 Class A Units.		600,000		400,000			—		—			1,000,000		—		—
	Total All About People		3,905,831		400,000			33,058		—			4,338,889		—		135,234
Inter-National Electronic Alloys	$3,288,235 Term Note at 12% due April 4, 2028.		3,389,246		—			—		—			3,389,246		—		104,965
LLC	75.3 Class B Preferred Units.		1,800,000		—			—		—			1,800,000		—		—
	Total EFINEA		5,189,246		—			—		—			5,189,246		—		104,965
Mobile RN Holdings LLC	$2,500,000 Term Note at 14% (+1% PIK) due October 2, 2029.		2,531,827		—			6,330		—			2,538,157		—		97,819
	6,375 Class A Common Units.		500,000		—			—		—			500,000		—		—
	Total Mobile IV Nurses		3,031,827		—			6,330		—			3,038,157		—		97,819
Mountain Regional Equipment Solutions	$3,000,000 Term Note at 14%, due January 16, 2029.		1,400,000		(403,000	)		3,000		—			1,000,000		—		6,000
	$677,924 Senior Secured Promissory Note at SOFR + 3.25%, due January 16, 2027.		—		—			677,924					677,924
	37,991 Common Units.		—		—			—					—
	Warrant for 4% Membership Interest.		—		—			—		—			—		—		—
	Total MRES		1,400,000		(403,000	)		680,924		—			1,677,924		—		6,000
Seybert’s Billiards	Warrant for 4% Membership Interest.		470,367		(445,367	)		—		(25,000	)		—		455,767		—
Corporation	Warrant for 4% Membership Interest.		470,367		(445,367	)		—		(25,000	)		—		455,767		—
	5.82 Common shares.		354,925		(160,925	)		—		(194,000	)		—		160,925		—
	Total Seybert’s		1,295,659		(1,051,659	)		—		(244,000	)		—		1,072,459		—
	Total Affiliate Investments	$	36,775,685	$	(2,040,116	)	$	5,296,925	$	(273,170	)	$	39,759,324	$	1,075,571	$	988,176
	Total Control and Affiliate Investments	$	38,175,685	$	(2,040,116	)	$	5,296,925	$	(273,170	)	$	41,159,324	$	1,075,571	$	1,001,588

This schedule should be read in conjunction with the Corporation’s Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements and the Consolidated Schedule of Portfolio Investments.

(1)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow on investments, capitalized interest and the accretion of discounts. Gross additions also include the movement of an existing portfolio company into this category and out of another category.

(2)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales, note conversions, the exchange of existing securities for new securities and the movement of an existing portfolio company out of this category and into another category.

(3)

Represents the total amount of interest, fees or dividends credited to income for the portion of the period an investment was included in “Control or Affiliate” categories, respectively.

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

March 31, 2026 (Continued)

(Unaudited)


Industry Classification	Percentage of Total Investments (at fair value) as of March 31, 2026
Professional and Business Services		42.8	%
Manufacturing		14.4
Distribution		13.3
Consumer Product		10.1
Health and Wellness		5.9
Marketing		4.9
Automotive		4.4
Software		4.2
Total Investments		100	%

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value		Percent of Net Assets
Non-Control/Non-Affiliate Investments – 19.7% of net assets: (f) (l)
Caitec, Inc. (k)(q) Halethorpe, MD. Pet product manufacturer and distributor. (Consumer Goods)	$1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK), due July 2, 2027.	11/6/20	4%		2,525,032		2,525,032	9.7%
www.caitec.com	36,261 Series A Preferred.	12/28/23			36,261		—
	150 Class A Units.	11/6/20			150,000		—
	$1,750,000 Subordinated Secured Promissory Note at 12% (+2% PIK), due July 2, 2027.	11/6/20			2,525,032		2,525,032
	150 Class A Units.	11/6/20			150,000		—
	36,261 Series A Preferred.	12/28/23			36,261		—
	Total Caitec				5,422,586		5,050,064
GoNoodle, Inc. (k)(q) Nashville, TN. Student engagement	$1,500,000 Secured Note at 12% (1% PIK) due March 31, 2026.	11/1/19	<1%		1,454,709		1,454,709	2.8%
education software providing core aligned	Warrant for 21,948 Series D Preferred.	11/1/19			38		38
physical activity breaks. (Software)	Total GoNoodle				1,454,747		1,454,747
www.gonoodle.com
OnCore Golf Technology, Inc. (g)(q) Buffalo, NY. Patented and proprietary golf balls utilizing technology and innovation. (Consumer Product) www.oncoregolf.com	300,483 Preferred AA.	11/30/18	2%		752,712		100,000	0.2%
Open Exchange, Inc. (g)(q)	397,899 Series C Preferred.	11/13/13	2%		1,193,697		700,000	1.3%
Lincoln, MA. Online presentation and	397,899 Common.	10/22/19			208,243		—
training software. (Software)	Total Open Exchange				1,401,940		700,000
www.openexc.com
PostProcess Technologies, Inc. (g)(q) Buffalo, NY. Provides innovative solutions for the post-processing of additive manufactured 3D parts. (Manufacturing) www.postprocess.com	137,054 Series A Preferred.	11/1/19	<1%		348,875		—	0.0%
SQF LLC d/b/a Verta (g)(q)	211,567 A-1 Units of SQF Holdco LLC.	3/15/19	2%		—		1,500,000	5.7%
Portland, ME. Develops and operates	250 Class D-1 Units of SQF Holdco LLC.	2/16/23			250,000		1,500,000
innovative pole and tower solutions for 5G	Total SQF LLC				250,000		3,000,000
& wireless telecom transmission.
(Professional and Business Services)
www.vertawireless.com
Subtotal Non-Control/Non-Affiliate Investments				$	9,630,860	$	10,304,811
Affiliate Investments – 70.5% of net assets (f) (m)
Applied Image, Inc. (q) Rochester, NY. Global supplier of precision	$1,750,000 Term Note at 12%, due February 1, 2029.	12/31/21	12%		1,750,000		1,750,000	3.4%
imaged optical components and calibration	Warrant for 1,167 shares.	12/31/21			—		—
standards for a wide range of industries and	Total Applied Image				1,750,000		1,750,000
applications. (Manufacturing)
www.appliedimage.com
Autotality (formerly Filterworks Acquisition USA, LLC) (g)(k)(o)(q) Deerfield Beach, FL. Provides spray booth	$2,283,702 Amended Term Note at 14% PIK through June 30, 2026, thereafter 14%, due March 31, 2027.	11/18/19	8%		3,149,571		3,149,571	6.0%
equipment, frame repair machines and paint	626.2 shares Class A-1 Units.	6/3/22			626,243		—
booth filter services for collision shops.	417.7 shares Class A-0 Units.	9/30/22			139,232		—
(Automotive)	Total Autotality				3,915,046		3,149,571
www.autotality.com

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value		Percent of Net Assets
Bauer Sheet Metal and Fabricating Inc. (q)	$3,250,000 Term Note at 13% due October 24, 2030.	10/24/25	12%		3,238,600		3,238,600	6.2%
Muskegon, MI. Sheet metal fabricator and installer. (Manufacturing)	Warrant for 12% Membership Interest.				12,000		12,000
www.bauersheetmetal.com	Total Bauer				3,250,600		3,250,600
BlackJet Direct Marketing, LLC (k)(o)(q) Mountain Top, PA. Direct mail marketing	$2,250,000 Term Note at 14% (+1% PIK) due December 12, 2030.	9/12/25	6%		2,256,941		2,256,941	5.3%
agency specializing in the travel/tourism,	5.55% Preferred Membership Interest.				250,000		500,000
home services and legal services markets.	Total BlackJet Direct Marketing				2,506,941		2,756,941
(Marketing)
www.blackjetmarketing.com
BMP Food Service Supply Holdco, LLC (h)(k)(o)(q) Salt Lake City, UT. Provides design, distribution, and installation services for commercial kitchen renovations and new builds. (Professional and Business Services) www.foodservicesupply.com	$6,835,000 Third Amended and Restated Term Note: $4,820,000 in principal amount at 12% PIK through March 31, 2026, thereafter 12%, $1,615,000 in principal amount at 16% PIK through March 31, 2026, thereafter 13% (+3% PIK), and $400,000 in principal amount at 13%, due November 22, 2027.	11/22/22	17%		7,591,496		3,859,834	7.4%
	16.87% Preferred Interest.	11/22/22			497,619		—
	Total BMP Food Service Supply				8,089,115		3,859,834
BMP Swanson Holdco, LLC (k)(o)(q) Plano, TX. Designs, installs, and maintains a variety of fire protection systems.	$1,600,000 Term Note at 5% (+7% PIK) through July 31, 2026, thereafter 12%, due March 31, 2027.	3/4/21	9%		1,754,587		1,754,587	4.8%
(Professional and Business Services) www.swansonfire.com	Preferred Membership Interest for 9.24%.	3/4/21			233,333		750,000
	Total BMP Swanson				1,987,920		2,504,587
Carolina Skiff LLC (g)(o)(q) Waycross, GA. Manufacturer of ocean	6.0825% Class A Common Membership Interest.	1/30/04	7%		15,000		765,245	1.5%
fishing and pleasure boats. (Manufacturing)
www.carolinaskiff.com	Total Carolina Skiff				15,000		765,245
FCM Industries Holdco LLC (k)(q) Jacksonville, FL. Commercial mulch	$3,380,000 Term Note at 13% due July 31, 2028.	7/31/23	12%		3,380,000		3,380,000	7.5%
installation company that serves a range of end markets.	$420,000 Convertible Note at 10% PIK, due July 31, 2033.	7/31/23			536,344		536,344
(Professional and Business Services)	Total FCM Industries				3,916,344		3,916,344
www.firstcoastmulch.com
Highland All About People Holdings, Inc. (k)(q)	$3,000,000 Term Note at 12% (+4% PIK) due August 7, 2028.	8/7/23	12%		3,305,831		3,305,831	7.5%
Phoenix, AZ. Full-service staffing and	1,000,000 Class A Units.	8/7/23			1,000,000		600,000
executive search firm with a focus on the	Total Highland All About People				4,305,831		3,905,831
healthcare industry. (Professional and Business Services) www.allaboutpeople.net	(j) Interest Receivable $100,353
Inter-National Electronic Alloys LLC d/b/a EFINEA (o)(q)	$3,288,235 Term Note at 12% due April 4, 2028.	4/4/23	6%		3,389,246		3,389,246	9.9%
Oakland, NJ. Stocking distributor of	75.3 Class B Preferred Units.	4/4/23			1,011,765		1,800,000
controlled expansion alloys, electronic grade	Total EFINEA				4,401,011		5,189,246
nickels, refractory grade metals and alloys, and soft magnetic alloys. (Distribution) www.nealloys.com
Mobile RN Holdings LLC d/b/a Mobile IV Nurses (k)(o)(q)	$2,500,000 Term Note at 14% (+1% PIK) due October 2, 2029.	10/2/24	6%		2,531,827		2,531,827	5.8%
Phoenix, AZ. IV hydration therapy service	6,375 Class A Common Units.	10/2/24			375,000		500,000
provider. (Health and Wellness)	Total Mobile IV Nurses				2,906,827		3,031,827
www.mobileivnurses.com

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)


Company, Geographic Location, Business Description, (Industry) and Website	(a) Type of Investment	(b) Date Acquired	(c) Equity	Cost		(d)(f) Fair Value		Percent of Net Assets
Mountain Regional Equipment Solutions (g)(h)(k)(o)(q) Salt Lake City, UT. Provider of maintenance,	$3,000,000 Term Note at 14% PIK through December 31, 2025, thereafter 14%, due January 16, 2029.	1/16/24	7%		3,314,419		1,400,000	2.7%
safety, fluid transfer, and custom fabrication	37,991 Common Units.	1/16/24			204,545		—
products. (Distribution)	Warrant for 4% Membership Interest.	1/16/24			60,000		—
www.mountainregionaleq.com	Total Mountain Regional Equipment Solutions				3,578,964		1,400,000
Seybert’s Billiards Corporation	5.82 Common shares.	10/24/22	8%		194,000		354,925	2.5%
d/b/a The Rack Group (g)(q)	Warrant for 4% Membership Interest.	1/19/21			25,000		470,367
Coldwater, MI. Billiard supplies.	Warrant for 4% Membership Interest.	1/19/21			25,000		470,367
(Consumer Product)	Total Seybert’s				244,000		1,295,659
www.seyberts.com
Subtotal Affiliate Investments				$	40,867,599	$	36,775,685
Control Investments - 2.7% of net assets (f) (n)
ITA Acquisition, LLC (h)(k)(o)(q) Ormond Beach, FL. Blind and shade manufacturing. (Manufacturing) www.itawindowfashions.com	$2,672,808 Fifth Amended and Restated Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.	6/22/21	37%		3,619,220		931,395	2.7%
	$1,500,000 Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.	6/22/21			1,820,910		468,605
	1,124 Class A Preferred Units and 1,924 Class B Common Units.	6/22/21			1,123,810		—
	Total ITA				6,563,940		1,400,000
Subtotal Control Investments				$	6,563,940	$	1,400,000
TOTAL INVESTMENTS – 92.9%				$	57,062,399	$	48,480,496
OTHER ASSETS IN EXCESS OF LIABILITIES - 7.1%							3,702,957
NET ASSETS – 100%						$	52,183,453

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)

Notes to the Consolidated Schedule of Portfolio Investments

(a)

At December 31, 2025, restricted securities represented 100% of the fair value of the investment portfolio. Restricted securities are subject to one or more restrictions on resale and are not freely marketable. Type of investment for equity position is in the form of shares unless otherwise noted as units or interests, i.e., preferred shares, common shares.

(b)

The Date Acquired column indicates the date on which the Corporation first acquired an investment.

(c)

(d)

The Corporation’s investments are carried at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures,” which defines fair value and establishes guidelines for measuring fair value. At December 31, 2025, ASC 820 designates 100% of the Corporation’s investments as “Level 3” assets. Under the valuation policy of the Corporation, unrestricted publicly traded securities are valued at the closing price for these securities on the last trading day of the reporting period. Restricted securities are subject to restrictions on resale and are valued at fair value as determined in good faith by our external investment advisor Rand Capital Management, LLC (“RCM”) and approved by the Board of Directors. Fair value is considered to be the amount that the Corporation may reasonably expect to receive for portfolio securities when sold on the valuation date. Valuations as of any particular date, however, are not necessarily indicative of amounts which may ultimately be realized as a result of future sales or other dispositions of securities and these favorable or unfavorable differences could be material. Among the factors considered in determining the fair value of restricted securities are the financial condition and operating results, projected operations, and other analytical data relating to the investment. Also considered are the market prices for unrestricted securities of the same class (if applicable) and other matters which may have an impact on the value of the portfolio company (see Note 3—Investments to the Consolidated Financial Statements).

(e)

As of December 31, 2025, the total cost of investment securities was approximately $57.1 million. Net unrealized depreciation was approximately ($8.6) million, which was comprised of $6.2 million of unrealized appreciation of investment securities and ($14.8) million of unrealized depreciation of investment securities. At December 31, 2025, the aggregate gross unrealized gain for federal income tax purposes was approximately $4.9 million and the aggregate gross unrealized loss for federal income tax purposes was ($13.5) million. The net unrealized loss for federal income tax purposes was ($8.6) million based on a tax cost of $56.1 million.

(f)

(g)

(h)

These debt investments are on non-accrual status as of December 31, 2025.

(i)

Reduction in cost and fair value from previously reported balances reflects current principal repayment.

(j)

Represents interest due (amounts over $100,000) from investments included as interest receivable on the Corporation’s Consolidated Statements of Financial Position.

(k)

(l)

Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments.

(m)

(n)

(o)

Equity holdings are held in a wholly owned (100%) “blocker corporation” subsidiary of Rand Capital Corporation for federal income tax and Regulated Investment Company (RIC) compliance purposes.

(p)

(q)

Investments classified as Level 3 for purposes of the fair value determination by RCM and approved by the Board of Directors.

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RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)

Investments in and Advances to Affiliates


Company	Type of Investment	January 1, 2025, Fair Value		Net Change in Unrealized Appreciation (Depreciation)			Gross Additions (1)		Gross Reductions (2)			December 31, 2025, Fair Value		Net Realized Gains (Losses)		Interest/ Dividend/ Fee Income (3)
Control Investments:
ITA Acquisition, LLC	$2,672,808 Fifth Amended and Restated Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.	$	1,642,968	$	(1,086,573	)	$	375,000	$	—		$	931,395	$	—	$	45,355
	$1,500,000 Term Note at 14% PIK through March 31, 2026, thereafter 12% (+2% PIK), due June 21, 2026.		857,032		(388,427	)		—		—			468,605		—		8,000
	1,124 Class A Preferred Units and 1,924 Class B Common Units.		—		—			—		—			—		—		—
	Total ITA		2,500,000		(1,475,000	)		375,000		—			1,400,000		—		53,355
	Total Control Investments	$	2,500,000	$	(1,475,000	)	$	375,000	$	—		$	1,400,000	$	—	$	53,355
Affiliate Investments:
Applied Image, Inc.	$1,750,000 Term Note at 12%, due February 1, 2029.	$	1,750,000	$	—		$	—	$	—		$	1,750,000	$	—	$	216,208
	Warrant for 1,167 shares.		—		—			—		—			—		—		—
	Total Applied Image		1,750,000		—			—		—			1,750,000		—		216,208
Autotality (formerly Filterworks Acquisition USA, LLC)	$2,283,702 Amended Term Note at 14% PIK through June 30, 2026, thereafter 14%, due March 31, 2027.		2,928,648		—			220,923		—			3,149,571		—		431,232
	626.2 shares Class A-1 Units.		—		—			—		—			—		—		—
	417.7 shares Class A-0 Units.		—		—			—		—			—		—		—
	Total Autotality		2,928,648		—			220,923		—			3,149,571		—		431,232
Bauer Sheet Metal and Fabricating Inc.	$3,250,000 Term Note at 13% due October 24, 2030.		—		—			3,238,600		—			3,238,600		—		82,843
	Warrant for 12% Membership Interest.		—		—			12,000		—			12,000		—		—
	Total Bauer		—		—			3,250,600		—			3,250,600		—		82,843
BlackJet Direct Marketing, LLC	$2,250,000 Term Note at 14% (+1% PIK) due December 12, 2030.		—		—			2,256,941		—			2,256,941		—		106,011
	5.55% Preferred Membership Interest.		—		250,000			250,000		—			500,000		—		—
	Total BlackJet		—		250,000			2,506,941		—			2,756,941		—		106,011
BMP Food Service Supply Holdco, LLC	$6,835,000 Third Amended and Restated Term Note: $4,820,000 in principal amount at 12% PIK through March 31, 2026, thereafter 12%, $1,615,000 in principal amount at 16% PIK through March 31, 2026, thereafter 13% (+3% PIK), and $400,000 in principal amount at 13%, due November 22, 2027.		6,538,026		(3,731,662	)		1,053,470		—			3,859,834		—		683,808
	16.87% Preferred Interest.		497,619		(497,619	)		—		—			—		—		—
	Total FSS		7,035,645		(4,229,281	)		1,053,470		—			3,859,834		—		683,808
BMP Swanson Holdco, LLC	$1,600,000 Term Note at 5% (+7% PIK) through July 31, 2026, thereafter 12%, due March 31, 2027.		1,700,115		—			54,472		—			1,754,587		—		214,613
	Preferred Membership Interest for 9.24%.		750,000		—			—		—			750,000		—		—
	Total BMP Swanson		2,450,115		—			54,472		—			2,504,587		—		214,613
Carolina Skiff LLC	6.0825% Class A Common Membership Interest.		1,208,000		(442,755	)		—		—			765,245		—		—
	6.62% Premium Preferred Interest.		—		—			34,755		(34,755	)		—		684		—
	Total Carolina Skiff		1,208,000		(442,755	)		34,755		(34,755	)		765,245		684		—
FCM Industries Holdco LLC	$3,380,000 Term Note at 13% due July 31, 2028.		3,380,000		—			—		—			3,380,000		—		472,292
	$420,000 Convertible Note at 10% PIK, due July 31, 2033.		—		484,837			51,507		—			536,344		—		51,507
	Total FCM		3,380,000		484,837			51,507		—			3,916,344		—		523,799

See accompanying notes

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RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)


Company	Type of Investment	January 1, 2025, Fair Value		Net Change in Unrealized Appreciation (Depreciation)			Gross Additions (1)		Gross Reductions (2)			December 31, 2025, Fair Value		Net Realized Gains (Losses)			Interest/ Dividend/ Fee Income (3)
Highland All About People Holdings, Inc.	$3,000,000 Term Note at 12% (+4% PIK) due August 7, 2028.		3,175,091		—			130,740		—			3,305,831		—			534,957
	1,000,000 Class A Units.		600,000		—			—		—			600,000		—			—
	Total All About People		3,775,091		—			130,740		—			3,905,831		—			534,957
Inter-National Electronic Alloys	$3,288,235 Term Note at 12% due April 4, 2028.		3,372,069		—			17,177		—			3,389,246		—			441,562
LLC	75.3 Class B Preferred Units.		1,011,765		788,235			—		—			1,800,000		—			—
	Total EFINEA		4,383,834		788,235			17,177		—			5,189,246		—			441,562
Microcision LLC	Membership Interest Purchase Warrant for 5%.		—		—			—		—			—		55,357			—
Mobile RN Holdings LLC	$2,500,000 Term Note at 14% (+1% PIK) due October 2, 2029.		2,506,319		—			25,508		—			2,531,827		—			405,515
	6,375 Class A Common Units.		375,000		125,000			—		—			500,000		—			—
	Total Mobile IV Nurses		2,881,319		125,000			25,508		—			3,031,827		—			405,515
Mountain Regional Equipment Solutions	$3,000,000 Term Note at 14% PIK through December 31, 2025, thereafter 14%, due January 16, 2029.		—		(1,462,419	)		2,862,419		—			1,400,000		—			374,419
	37,991 Common Units.
	Warrant for 4% Membership Interest.		—		—			—		—			—		—			—
	Total MRES		—		(1,462,419	)		2,862,419		—			1,400,000		—			374,419
Pressure Pro, Inc.	$3,000,000 Term Note at 12% (+3% PIK) due January, 19, 2028.		1,702,705		—			22,445		(1,725,150	)		—		—			220,550
	Warrant for 10% Membership Interest.		750,000		(720,000	)		—		(30,000	)		—		870,000			—
	Total Pressure Pro		2,452,705		(720,000	)		22,445		(1,755,150	)		—		870,000			220,550
Seybert’s Billiards Corporation	$6,099,131 Fourth Amended and Restated Term Note: $4,299,131 in principal amount at 12% (+2% PIK) through January 19, 2026, thereafter 14%, and $1,800,000 in principal amount at 14%, due January 19, 2027.		6,167,723		—			46,482		(6,214,205	)		—		—			585,305
	Warrant for 4% Membership Interest.		25,000		445,367			—		—			470,367		—			—
	$1,435,435 Term Note at 12% (+2% PIK) through January 19, 2026, thereafter 14%, due January 19, 2027.		1,511,064		—			17,701		(1,528,765	)		—		—			140,096
	Warrant for 4% Membership Interest.		25,000		445,367			—		—			470,367		—			—
	5.82 Common shares.		194,000		160,925			—		—			354,925		—			—
	Total Seybert’s		7,922,787		1,051,659			64,183		(7,742,970	)		1,295,659		—			725,401
Tilson Technology	120,000 Series B Preferred.		4,560,000		(3,960,000	)		—		(600,000	)		—		(600,000	)		13,125
Management, Inc.	21,391 Series C Preferred.		813,000		(613,000	)		—		(200,000	)		—		(200,000	)		—
	70,176 Series D Preferred.		2,666,000		(1,866,000	)		—		(800,000	)		—		(800,000	)		—
	15,385 Series E Preferred.		584,000		(83,988	)		—		(500,012	)		—		(500,012	)		—
	23,077 Series F Preferred.		877,000		(126,997	)		—		(750,003	)		—		(750,003	)		—
	211,567 A-1 Units of SQF Holdco LLC.		1,000,000		—			—		(1,000,000	)		—		—			—
	250 Class D-1 Units of SQF Holdco LLC.		1,000,000		—			—		(1,000,000	)		—		—			—
	Total Tilson		11,500,000		(6,649,985	)		—		(4,850,015	)		—		(2,850,015	)		13,125
	Total Affiliate Investments	$	51,668,144	$	(10,804,709	)	$	10,295,140	$	(14,382,890	)	$	36,775,685	$	(1,923,974	)	$	4,974,043
	Total Control and Affiliate Investments	$	54,168,144	$	(12,279,709	)	$	10,670,140	$	(14,382,890	)	$	38,175,685	$	(1,923,974	)	$	5,027,398

See accompanying notes

Table of Contents

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)

(1)

(2)

(3)

Represents the total amount of interest, fees or dividends credited to income for the portion of the period an investment was included in “Control or Affiliate” categories, respectively.

See accompanying notes

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RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS

December 31, 2025 (Continued)


Industry Classification	Percentage of Total Investments (at fair value) as of December 31, 2025
Professional and Business Services		35.4	%
Manufacturing		14.8
Distribution		13.6
Consumer Product		13.3
Automotive		6.5
Health and Wellness		6.3
Marketing		5.7
Software		4.4
Total Investments		100	%

See accompanying notes

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RAND CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. ORGANIZATION

Rand Capital Corporation (“Rand”, the “Corporation”, “we”, “us” and “our”) was incorporated under the laws of New York in February 1969. We completed our initial public offering in 1971 and operated as an internally managed, closed end, management investment company from that time until November 2019.

In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $25 million investment in Rand by East, in the form of cash and contributed portfolio assets, in exchange for approximately 8.3 million shares of Rand common stock. East owns approximately 64% of Rand’s outstanding common stock at March 31, 2026. Concurrent with the Closing, Rand Capital Management, LLC (“RCM”), a registered investment adviser, was retained by Rand as its external investment adviser and administrator (the Closing and the retention of RCM as our investment adviser and administrator are collectively referred to herein as the “Transaction”). The term of the investment advisory and management agreement (the “Investment Management Agreement”) with RCM was extended after approval of its renewal by our Board of Directors (the “Board”) in October 2025 and is currently scheduled to expire on December 31, 2026. In addition, the term of the administration agreement (the “Administration Agreement”) with RCM was extended after approval of its renewal by the Board in October 2025 and is currently scheduled to expire on December 31, 2026. The Investment Management Agreement and Administration Agreement can continue for successive annual periods after December 31, 2026 provided that such continuance is specifically approved at least annually by (i) (A) the affirmative vote of a majority of the Board or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our directors who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of us, RCM or our respective affiliates. Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, if specified benchmarks are met.

In connection with the Closing, we also entered into a shareholder agreement with East (the “Shareholder Agreement”). Pursuant to the terms of the Shareholder Agreement, East has the right to designate two or three persons, depending upon the size of the Board, for nomination for election to the Board. East has the right to designate (i) up to two persons if the size of the Board is composed of fewer than seven directors or (ii) up to three persons if the size of the Board is composed of seven or more directors. East’s right to designate persons for nomination for election to the Board under the Shareholder Agreement is the exclusive means by which East may designate or nominate persons for election to the Board. The Board currently consists of five directors, and Adam S. Gusky and Benjamin E. Godley are East’s designees on the Board.

We currently operate as an externally managed, closed-end, non-diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets” and provide managerial assistance to the portfolio companies in which we invest. See “Item 1. Business - Regulations, Business Development Company Regulations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

In connection with the completion of the Transaction, we have shifted to an investment strategy focused on higher yielding debt investments and elected U.S. Federal tax treatment as a regulated investment company (“RIC”).

The Board declared the following dividend during the three months ended March 31, 2026:


Quarter	Dividend/Share Amount		Record Date	Payment Date
1st	$	0.29	March 11, 2026	March 25, 2026

In order to continue to qualify as a RIC, Rand holds several of its equity investments in wholly-owned subsidiaries that facilitate a tax structure that is advantageous to the RIC election. Rand has the following wholly-owned blocker subsidiaries at March 31, 2026: Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp. (collectively the “Blocker Corps”). These subsidiaries are consolidated with the Corporation under United States generally accepted accounting principles (“GAAP”) for financial reporting purposes.

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On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the U.S. Securities and Exchange Commission (the “SEC”) that superseded all prior co-investment exemptive relief orders issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officers will provide reporting to the Board regarding compliance with such policies and procedures.

The accompanying consolidated financial statements describe the operations of Rand and its wholly-owned subsidiaries, Rand Capital Sub, LLC (“Rand Sub”) and the Blocker Corps (collectively, the “Corporation”).

Our corporate office is located in Buffalo, NY and our website address is www.randcapital.com. We make available on our website our annual and quarterly reports, proxy statements and other information as soon as reasonably practicable after such material is filed with the SEC. Our shares are traded on the Nasdaq Capital Market under the symbol “RAND.”

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – It is our opinion that the accompanying consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation in accordance with GAAP of the consolidated financial position, results of operations, cash flows and statement of changes in net assets for the interim periods presented. The Corporation is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. Certain information and note disclosures normally included in audited annual consolidated financial statements prepared in accordance with GAAP have been omitted; however, we believe that the disclosures made are adequate to make the information presented herein not misleading. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

These statements should be read in conjunction with the consolidated financial statements and the notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Information contained in this filing should also be reviewed in conjunction with our related filings with the SEC prior to the date of this report.

Principles of Consolidation - The consolidated financial statements include the accounts of Rand and its wholly-owned subsidiaries, Rand Sub and the Blocker Corps. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents – Cash represents cash on hand and demand deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash may be held in a money market fund from time to time, which is a Level 1 security. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes. As of March 31, 2026 and December 31, 2025, the Corporation had $3,344 and $3,726,668, respectively, of cash equivalents invested in money market funds. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) or Securities Investor Protection Corporation (SIPC) limitations.

Fair Value of Financial Instruments – The carrying amounts reported in the consolidated statement of financial position of cash and cash equivalents, interest receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term nature of these financial instruments.

Investment Classification – In accordance with the provisions of the 1940 Act, the Corporation classifies its investments by level of control. Under the 1940 Act, “Control Investments” are investments in companies that the Corporation is deemed to “Control” if it owns more than 25% of the voting securities of the company or has greater than 50% representation on the company’s board of directors or other similar governing body. “Affiliate Investments” are companies in which the Corporation owns between 5% and 25% of the voting securities of the company. “Non-Control/Non-Affiliate Investments” are those companies that are neither Control Investments nor Affiliate Investments.

Investments - Investments are valued at fair value as determined in good faith by RCM and approved by the Board. The Corporation generally invests in loan, debt, and equity instruments and there is no single standard for determining fair value of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of

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portfolio investments, there may be material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if the Corporation’s assumptions and judgments differ from results of actual liquidation events. The Corporation analyzes and values each investment quarterly and records unrealized depreciation for an investment that it believes has become impaired, including where collection of a loan or debt security or realization of the recorded value of an equity security is doubtful. Conversely, the Corporation will record unrealized appreciation if it believes that an underlying portfolio company has appreciated in value and, therefore, the Corporation’s equity securities in the underlying portfolio company have also appreciated in value. Additionally, the Corporation continues to assess any material risks associated with this fair value determination, including risks associated with material conflicts of interest. Under the valuation policy of the Corporation, unrestricted publicly traded securities are valued at the closing price for these securities on the last trading day of the reporting period.

Qualifying Assets - As of March 31, 2026, the Corporation’s portfolio of investments only included qualifying assets as defined in Section 55(a) of the 1940 Act. The Corporation’s qualifying assets consist of qualifying investments in privately held businesses, principally based in the United States.

Revenue Recognition - Interest Income - Interest income is recognized on the accrual basis except where the investment is in default or where receipt of such interest is otherwise presumed to be in doubt. In such cases, interest is recognized at the time of receipt. A reserve for possible losses on interest receivable is maintained when appropriate. The reserve for possible losses of interest receivable was $25,337 as of March 31, 2026 and at December 31, 2025.

The Corporation holds debt securities in its investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. For investments with PIK interest, the Corporation will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. Loans that are on non-accrual status remain in such status until the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current. As of March 31, 2026, three of the Corporation’s debt investments were on non-accrual status with a total cost of investment securities of $17.4 million and an aggregate fair value of $7.3 million, which represented 28.0% and 14.2% of the Corporation’s investment portfolio, respectively. As of December 31, 2025, three of the Corporation’s debt investments were on non-accrual status with a total cost of investment securities of $16.3 million and an aggregate fair value of $6.7 million, which represented 28.6% and 13.7% of the Corporation’s investment portfolio, respectively. For the three months ended March 31, 2026 and 2025, 19.7% and 31.1%, respectively, of the Corporation’s total investment income was attributable to non-cash PIK interest income.

Revenue Recognition - Dividend Income – The Corporation may receive cash distributions from portfolio companies that are limited liability companies or corporations, and these distributions are classified as dividend income on the consolidated statement of operations. Dividend income is recognized on an accrual basis for private portfolio companies only upon declaration or when a contractual obligation arises and the amount is reasonably determinable, or on the ex-dividend date for publicly traded portfolio companies.

The Corporation may hold preferred equity securities that contain cumulative dividend provisions. Cumulative dividends are recorded as dividend income, if declared and deemed collectible, and any dividends in arrears are recognized into income and added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed.

Revenue Recognition - Fee Income - Consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings, income associated with portfolio company monitoring fees, income associated with early repayment fees and income associated with portfolio company loan modification fees.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Investments - Amounts reported as realized gains and losses are measured by the difference between the proceeds from the sale or exchange and the cost basis of the investment without regard to unrealized gains or losses recorded in prior periods. The cost of securities that have, in management’s judgment, become worthless are written off and reported as realized losses when appropriate. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.

Original Issue Discount – Investments may include “original issue discount”, or OID. This occurs when the Corporation purchases a warrant and a note from a portfolio company simultaneously, which requires an allocation of a portion of the purchase price to the warrant and reduces the purchase price allocated to the note by an equal amount in the form of a note discount or OID. The note is reported net of the OID and the OID is accreted into interest income over the life of the loan.

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Deferred Financing Fees - Origination and commitment costs related to the senior secured revolving credit facility with M&T Bank, (See Note 6—Senior Secured Revolving Credit Facility), are amortized ratably over the term of the Credit Agreement.

Net Assets per Share - Net assets per share are based on the number of shares of common stock outstanding. There are no common stock equivalents outstanding.

Supplemental Cash Flow Information - Net income taxes paid during the three months ended March 31, 2026 and 2025 were $39,460 and $14,937, respectively. Interest paid during the three months ended March 31, 2026 and 2025 was $21,881 and $30,743, respectively. The Corporation converted $244,330 and $624,105 of interest receivable into investments during the three months ended March 31, 2026 and 2025, respectively.

Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stockholders’ Equity (Net Assets) - At March 31, 2026 and December 31, 2025, there were 500,000 shares of $10.00 par value preferred stock authorized and unissued.

On April 22, 2026, the Board approved a share repurchase plan which authorizes the Corporation to repurchase shares of Rand’s outstanding common stock with an aggregate cost of up to $1,500,000 at prices per share of common stock no greater than the then current net asset value. This share repurchase authorization is in effect through April 22, 2027, and replaces the share repurchase authorization that was previously approved by the Board in May 2025. No shares of Rand’s common stock were repurchased by the Corporation during the three months ended March 31, 2026 or the three months ended March 31, 2025.

Segment Reporting - In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Corporation has determined that it has a single operating and reporting segment. As a result, the Corporation’s segment accounting policies are the same as described herein and the Corporation does not have any intra-segment sales and transfers of assets.

Income Taxes – The Corporation elected to be treated, for U.S. federal income tax purposes, as a RIC under Subchapter M of the Code. The Corporation must distribute substantially all of its investment company taxable income each tax year as dividends to its shareholders to maintain its RIC status. If the Corporation continues to qualify as a RIC and continues to satisfy the annual distribution requirement, the Corporation will not have to pay corporate level U.S. federal income taxes on any income that the Corporation distributes to its stockholders.

The Blocker Corps, which are consolidated under U.S. GAAP for financial reporting purposes, are subject to U.S. federal and state income taxes. Therefore, the Corporation accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The Corporation records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Corporation will not recover the deferred tax assets. In evaluating the need for a valuation allowance, the Corporation weights all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Changes in circumstances, including the Blocker Corps generating significant taxable income and tax planning strategies, could cause a change in judgment about the need for a valuation allowance of the related deferred tax assets. Any change in the valuation allowance will be included in income in the period of the change in estimate.

Accordingly, as of March 31, 2026 and December 31, 2025, the valuation allowance against the Corporation’s deferred tax assets was $401,977 and $343,270, respectively.

The Corporation reviews the tax positions it has taken to determine if they meet a “more likely than not threshold” for the benefit of the tax position to be recognized in the consolidated financial statements. A tax position that fails to meet the more likely than not recognition threshold will result in either a reduction of a current or deferred tax asset or receivable, or the recording of a current or deferred tax liability. There were no uncertain tax positions recorded at March 31, 2026 or December 31, 2025.

Depending on the level of taxable income earned in a tax year, the Corporation may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Corporation determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, the Corporation accrues excise tax, if any, on estimated

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excess taxable income as such taxable income is earned. The Corporation did not incur any federal excise tax expense during the three months ended March 31, 2026 or 2025.

Distributions from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-tax differences, including the offset of net operating losses against short-term gains and nondeductible meals and entertainment, have no impact on net assets.

The Corporation is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2022 through 2025. In general, the Corporation’s state income tax returns are open to audit under the statute of limitations for the years ended December 31, 2022 through 2025.

It is the Corporation’s policy to include interest and penalties related to income tax liabilities in income tax expense on the Consolidated Statement of Operations. There were no amounts recognized for the three months ended March 31, 2026 or 2025.

Concentration of Credit and Market Risk – The Corporation’s financial instruments potentially subject it to concentrations of credit risk. Cash and cash equivalents are invested with banks in amounts which, at times, exceed insured limits. The Corporation does not anticipate non-performance by such banks.

The following are the concentrations of the top five portfolio company values compared to the fair value of the Corporation’s total investment portfolio:


	March 31, 2026
Inter-National Electronic Alloys LLC (EFINEA)		10	%
Caitec, Inc. (Caitec)		10	%
Highland All About People Holdings, Inc. (All About People)		8	%
BMP Food Service Supply Holdco, LLC (FSS)		8	%
AME Holdco, LLC (AME)		8	%


	December 31, 2025
EFINEA		11	%
Caitec		10	%
FCM Industries Holdco LLC (First Coast Mulch)		8	%
All About People		8	%
FSS		8	%

Note 3. INVESTMENTS

The Corporation’s investments are carried at fair value in accordance with FASB ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.

Loan investments are defined as traditional loan financings typically with no equity features or required equity co-investment. Debt investments are defined as debt financings that include one or more equity features such as conversion rights, stock purchase warrants, and/or stock purchase options. Equity investments are direct investments into a portfolio company and may include preferred stock, common stock, warrants and limited liability company membership interests.

The Corporation uses several approaches to determine the fair value of an investment. The main approaches are:

•

Loan and debt securities are generally valued at cost when representative of the fair value of the investment or sufficient assets or liquidation proceeds are expected to exist from a sale of a portfolio company at its estimated fair value. The valuation may also consider the carrying interest rate versus the related inherent portfolio risk of the investment. A loan or debt instrument may be reduced in value if it is judged to be of poor quality, collection is in doubt or insufficient liquidation proceeds exist.

•

Equity securities may be valued using the:

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▪

Cost approach - The cost approach uses estimates of the liquidation value of the portfolio company’s assets in relation to the cost of the respective security. This approach values the equity at the value remaining after the portfolio company pays off its debt and loan balances and its outstanding liabilities.

▪

Market approach - The market approach uses observable prices and other relevant information generated by similar market transactions. It may include both private and public M&A transactions where the traded price is a multiple of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) or another relevant operating metric. It may also include the market value of comparable public companies that are trading in an active market, or the use of market multiples derived from a set of comparables to assist in pricing the investment. Additionally, the Corporation adjusts valuations if a subsequent significant equity financing has occurred that includes a meaningful portion of the financing by a sophisticated, unrelated new investor.

▪

Income approach - The income approach employs valuation techniques to convert future benefits or costs, usually in the form of cash flows, into a present value amount. The measurement is based on value indicated by current market expectations about those future amounts.

ASC 820 classifies the inputs used to measure fair value into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, used in the Corporation’s valuation at the measurement date. Under the valuation policy, the Corporation values unrestricted publicly traded companies, categorized as Level 1 investments, at the closing price on the last trading day of the reporting period.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable and significant inputs to determining the fair value.

Financial assets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Any changes in estimated fair value are recorded in the statement of operations.

At March 31, 2026 and December 31, 2025, all of the Corporation’s investments were Level 3 investments. There were no Level 1 or Level 2 investments at March 31, 2026 or December 31, 2025.

In the valuation process, the Corporation values restricted securities categorized as Level 3 investments, using information from these portfolio companies, and, when considered appropriate, third-party valuation inputs, which may include:

•

Audited and unaudited statements of operations, balance sheets and operating budgets;

•

Current and projected financial, operational and technological developments of the portfolio company;

•

Current and projected ability of the portfolio company to service its debt obligations;

•

The current capital structure of the business and the seniority of the various classes of equity if a deemed liquidation event were to occur;

•

Pending debt or capital restructuring of the portfolio company;

•

Current information regarding any offers to purchase the investment, or recent financing transactions;

•

Current ability of the portfolio company to raise additional financing if needed;

•

Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•

Internal circumstances and events that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•

Qualitative assessment of key management;

•

Contractual rights, obligations or restrictions associated with the investment; and

•

Other factors deemed relevant to assess valuation.

The valuation may be reduced if a portfolio company’s performance and potential have deteriorated significantly. If the factors that led to a reduction in valuation are overcome, the valuation may be adjusted accordingly.

Equity Securities

Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.

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The significant unobservable inputs used in the fair value measurement of the Corporation’s equity investments are EBITDA and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, the Corporation’s portfolio companies are typically privately-held, lower middle market companies and these industry standards may be adjusted to more closely match the specific financial and operational characteristics of the portfolio company. Due to the nature of certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.

Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic, and unrelated new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and the Corporation, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.

When appropriate the Black-Scholes pricing model is used to estimate the fair value of warrants for accounting purposes. This model requires the use of highly subjective inputs including expected volatility and expected life, in addition to variables for the valuation of minority equity positions in small private and early stage companies. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.

For investments made within the last year, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.

Loan and Debt Securities

The significant unobservable inputs used in the fair value measurement of the Corporation’s loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability of principal recovery of the investment. The Corporation’s loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.

The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of March 31, 2026:


Investment Type	Market Approach EBITDA Multiple		Market Approach Liquidation Seniority		Market Approach Revenue Multiple		Market Approach Transaction Pricing		Totals
Non-Control/Non-Affiliate Equity	$	3,000,000	$	—	$	700,000	$	150,038	$	3,850,038
Non-Control/Non-Affiliate Loan and Debt		5,075,356		1,458,346		—		—		6,533,702
Total Non-Control/Non-Affiliate	$	8,075,356	$	1,458,346	$	700,000	$	150,038	$	10,383,740
Affiliate Equity	$	5,365,245	$	—	$	—	$	1,000,000	$	6,365,245
Affiliate Loan and Debt		30,394,079		—		—		3,000,000		33,394,079
Total Affiliate	$	35,759,324	$	—	$	—	$	4,000,000	$	39,759,324
Control Equity	$	—	$	—	$	—	$	—	$	—
Control Loan and Debt		—		1,400,000		—		—		1,400,000
Total Control	$	—	$	1,400,000	$	—	$	—	$	1,400,000
Total Level 3 Investments	$	43,834,680	$	2,858,346	$	700,000	$	4,150,038	$	51,543,064

Range	4X - 14.7X		1X		3.85X		Not Applicable
Unobservable Input	EBITDA Multiple		Asset Value		Revenue Multiple		Transaction Price
Weighted Average	6.1X		1X		3.85X		Not Applicable

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The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of December 31, 2025:


Investment Type	Market Approach EBITDA Multiple		Market Approach Liquidation Seniority		Market Approach Revenue Multiple		Market Approach Transaction Pricing		Totals
Non-Control/Non-Affiliate Equity	$	3,000,000	$	—	$	700,000	$	100,038	$	3,800,038
Non-Control/Non-Affiliate Loan and Debt		5,050,064		1,454,709		—		—		6,504,773
Total Non-Control/Non-Affiliate	$	8,050,064	$	1,454,709	$	700,000	$	100,038	$	10,304,811
Affiliate Equity	$	4,915,245	$	—	$	—	$	1,307,659	$	6,222,904
Affiliate Loan and Debt		27,314,181		—		—		3,238,600		30,552,781
Total Affiliate	$	32,229,426	$	—	$	—	$	4,546,259	$	36,775,685
Control Equity	$	—	$	—	$	—	$	—	$	—
Control Loan and Debt		—		1,400,000		—		—		1,400,000
Total Control	$	—	$	1,400,000	$	—	$	—	$	1,400,000
Total Level 3 Investments	$	40,279,490	$	2,854,709	$	700,000	$	4,646,297	$	48,480,496

Range	4X - 14.7X		1X		3.9X		Not Applicable
Unobservable Input	EBITDA Multiple		Asset Value		Revenue Multiple		Transaction Price
Weighted Average	6.1X		1X		3.9X		Not Applicable

The following table provides a summary of the components of Level 1, 2 and 3 portfolio investment assets measured at fair value at March 31, 2026:


			Fair Value Measurements at Reported Date Using
Description	March 31, 2026		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Other Significant Unobservable Inputs (Level 3)
Loan investments	$	3,187,551	$	—	$	—	$	3,187,551
Debt investments		38,140,230		—		—		38,140,230
Equity investments		10,215,283		—		—		10,215,283
Total	$	51,543,064	$	—	$	—	$	51,543,064

The following table provides a summary of the components of Level 1, 2 and 3 portfolio investment assets measured at fair value at December 31, 2025:


			Fair Value Measurements at Reported Date Using
Description	December 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Other Significant Unobservable Inputs (Level 3)
Loan investments	$	3,154,587	$	—	$	—	$	3,154,587
Debt investments		35,302,967		—		—		35,302,967
Equity investments		10,022,942		—		—		10,022,942
Total	$	48,480,496	$	—	$	—	$	48,480,496

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The following table provides a summary of changes in portfolio investment assets measured at fair value using significant unobservable inputs (Level 3) for the three months ended March 31, 2026:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Description	Loan Investments		Debt Investments			Equity Investments			Total
Ending balance December 31, 2025, of Level 3 Assets	$	3,154,587	$	35,302,967		$	10,022,942		$	48,480,496
Realized gains included in net change in net assets from operations:
Carolina Skiff LLC (Carolina Skiff)		—		—			3,112			3,112
Seybert’s Billiards Corporation (Seybert’s)		—		—			1,072,459			1,072,459
Total realized gains, net		—		—			1,075,571			1,075,571
Unrealized (losses) gains included in net change in net assets from operations:
Autotality		—		(1,023,457	)		—			(1,023,457	)
Bauer Sheet Metal and Fabricating, LLC (Bauer)		—		—			288,000			288,000
BlackJet Direct Marketing, LLC (BlackJet)		—		—			(250,000	)		(250,000	)
Highland All About People Holdings, Inc. (All About People)		—		—			400,000			400,000
Mountain Regional Equipment Solutions (MRES)		—		(403,000	)		—			(403,000	)
Seybert’s		—		—			(1,051,659	)		(1,051,659	)
Total unrealized losses, net		—		(1,426,457	)		(613,659	)		(2,040,116	)
Purchases of securities/changes to securities/non-cash conversions:
AME Holdco, LLC (AME)		—		3,000,000			1,000,000			4,000,000
Autotality		—		123,886			—			123,886
Bauer		—		600			—			600
BlackJet		—		5,642			—			5,642
BMP Food Service Supply Holdco, LLC (FSS)		—		400,000			—			400,000
BMP Swanson Holdco, LLC (Swanson)		32,964		—			—			32,964
Caitec, Inc. (Caitec)		—		25,292			50,000			75,292
FCM Industries Holdco LLC (First Coast Mulch)		—		13,521			—			13,521
GoNoodle, Inc. (GoNoodle)		—		3,637			—			3,637
Highland All About People Holdings, Inc. (All About People)		—		33,058			—			33,058
Mobile RN Holdings LLC (Mobile IV Nurses)		—		6,330			—			6,330
MRES		—		680,924			—			680,924
Total purchases of securities/changes to securities/non-cash conversions		32,964		4,292,890			1,050,000			5,375,854
Repayments and sales of securities:
Applied Image, Inc. (Applied Image)		—		(29,170	)		—			(29,170	)
Carolina Skiff		—		—			(3,112	)		(3,112	)
Seybert's		—		—			(1,316,459	)		(1,316,459	)
Total repayments and sales of securities		—		(29,170	)		(1,319,571	)		(1,348,741	)
Ending balance March 31, 2026, of Level 3 Assets	$	3,187,551	$	38,140,230		$	10,215,283		$	51,543,064
Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date									$	(988,457	)

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The following table provides a summary of changes in portfolio investment assets measured at fair value using significant unobservable inputs (Level 3) for the three months ended March 31, 2025:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Description	Loan Investments			Debt Investments			Equity Investments			Total
Ending balance December 31, 2024, of Level 3 Assets	$	15,037,873		$	38,043,721		$	17,736,447		$	70,818,041
Realized gains (losses) included in net change in net assets from operations:
GoNoodle, Inc. (GoNoodle)		—			—			(25	)		(25	)
Microcision, LLC (Microcision)		—			—			55,357			55,357
Pressure Pro, Inc. (Pressure Pro)		—			—			870,000			870,000
Total realized gains, net		—			—			925,332			925,332
Unrealized gains (losses) included in net change in net assets from operations:
BMP Food Service Supply Holdco, LLC (FSS)		—			—			(247,619	)		(247,619	)
Inter-National Electronic Alloys LLC (EFINEA)		—			—			288,235			288,235
ITA Acquisition, LLC (ITA)		(875,000	)		—			—			(875,000	)
Pressure Pro		—			—			(720,000	)		(720,000	)
Seybert’s Billiards Corporation (Seybert’s)		—			—			256,000			256,000
Total unrealized losses, net		(875,000	)		—			(423,384	)		(1,298,384	)
Purchases of securities/changes to securities/non-cash conversions:
Autotality (formerly Filterworks Acquisition USA, LLC)		—			58,573			—			58,573
Caitec, Inc. (Caitec)		158,454			—			—			158,454
FCM Industries Holdco LLC (First Coast Mulch)		—			12,222			—			12,222
FSS		—			212,770			—			212,770
GoNoodle, Inc. (GoNoodle)		—			3,601			—			3,601
Highland All About People Holdings, Inc. (All About People)		—			31,751			—			31,751
ITA		375,000			—			—			375,000
Mobile RN Holdings LLC (Mobile IV Nurses)		—			6,266			—			6,266
Mountain Regional Equipment Solutions (MRES)		—			124,575			—			124,575
Pressure Pro		—			22,445			—			22,445
Seybert’s		—			31,950			—			31,950
Total purchases of securities/changes to securities/non-cash conversions		533,454			504,153			—			1,037,607
Repayments and sales of securities:
HDI Acquisition LLC (Hilton Displays)		—			(1,071,824	)		—			(1,071,824	)
Mattison Avenue Holdings LLC (Mattison)		(5,572,902	)		—			—			(5,572,902	)
Microcision		—			—			(55,357	)		(55,357	)
Pressure Pro		—			(1,725,150	)		(900,000	)		(2,625,150	)
Total repayments and sales of securities		(5,572,902	)		(2,796,974	)		(955,357	)		(9,325,233	)
Ending balance March 31, 2025, of Level 3 Assets	$	9,123,425		$	35,750,900		$	17,283,038		$	62,157,363
Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date										$	(578,384	)

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Note 4. OTHER ASSETS

At March 31, 2026 and December 31, 2025, other assets was comprised of the following:


	March 31, 2026		December 31, 2025
Prepaid expenses	$	42,614	$	16,748
Deferred financing fees, net		31,250		37,500
Total other assets	$	73,864	$	54,248

Note 5. COMMITMENTS AND CONTINGENCIES

The Corporation had no commitments at March 31, 2026 or December 31, 2025.

Note 6. SENIOR SECURED REVOLVING CREDIT FACILITY

On June 27, 2022, the Corporation entered into a credit agreement (the “Credit Agreement”) with M&T Bank, as lender (the “Lender”), which provides the Corporation with a senior secured revolving credit facility in a principal amount not to exceed $25.0 million (the “Credit Facility”). The amount the Corporation can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities held (other than shares of ACV Auctions, if any) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions held, if any, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans held that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans held that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. As of March 31, 2026, the Corporation did not own any publicly traded equity securities or any shares of ACV Auctions. The Credit Facility has a maturity date of June 27, 2027. Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was approximately $20.1 million at March 31, 2026.

The Corporation’s borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At March 31, 2026, the Corporation’s applicable interest rate was 7.18%. In addition, under the terms of the Credit Facility, the Corporation has also agreed to pay the Lender an unused commitment fee on a quarterly basis, computed as 0.30% multiplied by the average daily Unused Commitment Fee Base (which is defined as the difference between (i) $25.0 million and (ii) the sum of the aggregate principal amount of the Corporation’s outstanding borrowings under the Credit Facility) for the preceding quarter. The unused commitment fee related to the Credit Facility during the three months ended March 31, 2026 and 2025 was $18,613 and $18,290, respectively. Unused commitment fees are recorded as interest expense on the Consolidated Statements of Operations.

The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others, covenants that prohibit, subject to certain specified exceptions, the Corporation’s ability to merge or consolidate with other companies, sell any material part of the Corporation’s assets, incur other indebtedness, incur liens on the Corporation’s assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires the Corporation to maintain a Tangible Net Worth (defined in the Credit Agreement as the Corporation’s aggregate assets, excluding intangible assets, less all liabilities) of not less than $50.0 million, which is measured quarterly at the end of each fiscal quarter, (ii) an asset coverage ratio covenant that requires the Corporation to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less than 3:1, which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires the Corporation to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than 2.5:1, which is measured quarterly on a trailing twelve-months basis. As of March 31, 2026, the Corporation was in compliance with these covenants.

Events of default under the Credit Agreement which permit the Lender to exercise its remedies, including acceleration of the principal and interest on the Credit Facility, include, among others: (i) default in the payment of principal or interest on the Credit Facility, (ii) default by the Corporation on any other obligation, condition, covenant or other provision under the Credit Agreement and related documents, (iii) failure by the Corporation to pay any material indebtedness or obligation owing to any third party or affiliate, or the failure by the Corporation to perform any agreement with any third party or affiliate that would have a material adverse effect on the Corporation and its subsidiaries taken as a whole, (iv) the sale of all or substantially all of the Corporation’s assets to a third party, (v) various bankruptcy and insolvency events, and (vi) any material adverse change in the Corporation and its subsidiaries,

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taken as a whole, or their business, assets, operations, management, ownership, affairs, condition (financial or otherwise) or the Lender’s collateral that the Lender reasonably determines will have a material adverse effect on the Lender’s collateral, the Corporation and its subsidiaries, taken as a whole, or their business, assets, operation or condition (financial or otherwise) or on the Corporation’s ability to repay its debts.

In connection with entry into the Credit Facility, the Corporation and each of its subsidiaries that guaranty the Credit Facility entered into a general security agreement, dated June 27, 2022, with the Lender (the “Security Agreement”). The Security Agreement secures all of the Corporation’s obligations to the Lender, including, without limitation, principal and interest on the Credit Facility and any fees and charges. The security interest granted under the Security Agreement covers all of the Corporation’s personal property including, among other things, all accounts, chattel paper, investment property, deposit accounts, general intangibles, inventory, and all of the fixtures. The Security Agreement contains various representations, warranties, covenants and agreements customary in security agreements and various events of default with remedies under the New York Uniform Commercial Code and the Security Agreement. Events of default under the Security Agreement, which permit the Lender to exercise its various remedies, are similar to those contained in the Credit Agreement.

The outstanding balance drawn on the Credit Facility at March 31, 2026 and December 31, 2025 was $500,000 and $0, respectively. The unamortized closing fee was $31,250 and $37,500 as of March 31, 2026 and December 31, 2025, respectively, and it is recorded in Other Assets on the Consolidated Statements of Financial Position. Amortization expense related to the Credit Facility during both the three months ended March 31, 2026 and 2025 was $6,250.

For the three months ended March 31, 2026 and 2025, the average debt outstanding under the Credit Facility and weighted average interest rate were as follows:


	Three months ended March 31, 2026			Three months ended March 31, 2025
Average debt outstanding	$	265,556		$	606,667
Weighted average interest rate		7.15	%		7.88	%

Note 7. CHANGES IN STOCKHOLDERS’ EQUITY (NET ASSETS)

The following schedule analyzes the changes in stockholders’ equity (net assets) section of the Consolidated Statements of Financial Position for the three months ended March 31, 2026 and 2025, respectively:


	Common Stock		Capital in excess of par value		Stock dividends distributable		Treasury Stock, at cost			Total distributable earnings (losses)			Total Stockholders’ Equity (Net Assets)
January 1, 2026	$	303,771	$	64,063,157	$	—	$	(1,566,605	)	$	(10,616,870	)	$	52,183,453
Payment of dividend		—		—		—		—			(861,129	)		(861,129	)
Net decrease in net assets from operations		—		—		—		—			(367,469	)		(367,469	)
March 31, 2026	$	303,771	$	64,063,157	$	—	$	(1,566,605	)	$	(11,845,468	)	$	50,954,855


	Common Stock		Capital in excess of par value		Stock dividends distributable			Treasury Stock, at cost			Total distributable earnings (losses)			Total Stockholders’ Equity (Net Assets)
January 1, 2025	$	264,892	$	55,419,620	$	8,672,231		$	(1,566,605	)	$	2,542,382		$	65,332,520
Payment of dividend		38,879		8,631,884		(8,672,231	)		—			(861,246	)		(862,714	)
Net increase in net assets from operations		—		—		—			—			841,447			841,447
March 31, 2025	$	303,771	$	64,051,504	$	—		$	(1,566,605	)	$	2,522,583		$	65,311,253

Note 8. RELATED PARTY TRANSACTIONS

Investment Management Agreement

Concurrent with the Closing, RCM, a registered investment adviser, was retained by the Corporation as its external investment adviser and administrator, which resulted in Daniel Penberthy, the Corporation’s President and Chief Executive Officer, and Margaret Brechtel, the Corporation’s Executive Vice President, Treasurer, Chief Financial Officer and Secretary, serving as officers and

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employees of RCM. Under the Investment Management Agreement, the Corporation pays RCM, as compensation for the investment advisory and management services, fees consisting of two components: (i) the Base Management Fee and (ii) the Incentive Fee.

At March 31, 2026 and December 31, 2025, amounts payable to RCM were comprised of the following, and are reported on the “Due to investment adviser” line on the Consolidated Statements of Financial Position:


	March 31, 2026		December 31, 2025
Base Management Fee payable	$	189,695	$	176,391
Income Based Incentive Fees payable		342,896		342,896
Total due to investment adviser	$	532,591	$	519,287

The “Base Management Fee” is calculated at an annual rate of 1.50% of the Corporation’s total assets (other than cash and cash equivalents but including assets purchased with borrowed funds). For the three months ended March 31, 2026 and 2025, the Base Management Fees earned by RCM were $189,695 and $252,208, respectively. As of March 31, 2026 and December 31, 2025, the Corporation had $189,695 and $176,391, respectively, payable for the Base Management Fees, and it is included in the “Due to investment adviser” line on the Corporation’s Consolidated Statements of Financial Position.

The “Incentive Fee” is comprised of two parts: (1) the “Income Based Fee” and (2) the “Capital Gains Fee”. The Income Based Fee is calculated and payable quarterly in arrears based on the “Pre-Incentive Fee Net Investment Income” (as defined in the Investment Management Agreement) for the immediately preceding calendar quarter, subject to a hurdle rate of 1.75% per quarter (7% annualized) and is payable promptly following the filing of the Corporation’s financial statements for such quarter, to the extent the Income Based Fee exceeds Accrued Unpaid Income.

The Corporation pays RCM an Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

(i)

no Income Based Fee in any quarter in which the Pre-Incentive Fee Net Investment Income for such quarter does not exceed the hurdle rate of 1.75% (7.00% annualized);

(ii)

100% of the Pre-Incentive Fee Net Investment Income for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such calendar quarter, if any, that exceeds the hurdle rate of 1.75% (7.00% annualized) but is less than 2.1875% (8.75% annualized); and

(iii)

20% of the amount of the Pre-Incentive Fee Net Investment Income for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such calendar quarter, if any, that exceeds 2.1875% (8.75% annualized).

The Income Based Fee paid to RCM for any calendar quarter shall not be in excess of the Incentive Fee Cap. The “Incentive Fee Cap” for any quarter is an amount equal to (1) 20.0% of the Cumulative Net Return (as defined below) during the relevant Income Based Fee Calculation Period (as defined below) minus (2) the aggregate Income Based Fee that was paid in respect of the calendar quarters included in the relevant Income Based Fee Calculation Period.

For purposes of the calculation of the Income Based Fee, “Income Based Fee Calculation Period” is defined as, with reference to a calendar quarter, the period of time consisting of such calendar quarter and the additional quarters that comprise the eleven calendar quarters immediately preceding such calendar quarter.

For purposes of the calculation of the Income Based Fee, “Cumulative Net Return” is defined as (1) the aggregate net investment income in respect of the relevant Income Based Fee Calculation Period minus (2) any Net Capital Loss, if any, in respect of the relevant Income Based Fee Calculation Period. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation pays no Income Based Fee to RCM for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Corporation pays an Income Based Fee to RCM equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Income Based Fee that is payable to RCM for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Corporation pays an Income Based Fee to the Adviser equal to the Income Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

For purposes of the calculation of the Income Based Fee, “Net Capital Loss,” in respect of a particular period, means the difference, if positive, between (1) aggregate capital losses, whether realized or unrealized, in such period and (2) aggregate capital gains, whether realized or unrealized, in such period.

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Any Income Based Fee otherwise payable under the Investment Management Agreement with respect to Accrued Unpaid Income (as described below) (such fees being the “Accrued Unpaid Income Based Fees”) shall be deferred, on a security by security basis, and shall become payable to RCM only if, as, when and to the extent cash is received in respect of any Accrued Unpaid Income. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Based Fees. For purposes of the Investment Management Agreement, Accrued Unpaid Income is defined as any net investment income that consists of any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Corporation has recognized in accordance with GAAP, but has not yet received in cash. Subsequent payments of Accrued Unpaid Income Based Fees that are deferred as provided for in the Investment Management Agreement shall not reduce the amounts otherwise payable for any quarter as an Income Based Fee.

For the three months ended March 31, 2026, no Income Based Fees were earned under the Investment Management Agreement. For the three months ended March 31, 2025, the Income Based Fees earned under the Investment Management Agreement were $119,673. As of March 31, 2026, the cumulative accrued Income Based Fees payable were $342,896, and based upon the Accrued Unpaid Income received in cash during the prior quarter by the Corporation, none of the accrued Income Based Fees became payable to RCM as of the end of such quarter. As of December 31, 2025, cumulative accrued Income Based Fees payable were $342,896.

The second part of the Incentive Fee is the “Capital Gains Fee”. This fee is determined and payable in arrears as of the end of each calendar year. Under the terms of the Investment Management Agreement, the Capital Gains Fee is calculated at the end of each applicable year by subtracting (1) the sum of the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the cumulative aggregate realized capital gains, in each case calculated from November 8, 2019. If this amount is positive at the end of any calendar year, then the Capital Gains Fee for such year is equal to 20.0% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years. If such amount is negative, then there is no Capital Gains Fee payable for that calendar year. If the Investment Management Agreement is terminated as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying the Capital Gains Fee.

For purposes of the Capital Gains Fee:

•

The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Corporations portfolio when sold minus (b) the accreted or amortized cost basis of such investment.

•

The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.

•

The aggregate unrealized capital depreciation is calculated as the sum of the amount, if negative, between (a) the valuation of each investment in the portfolio as of the applicable Capital Gains Fee calculation date minus (b) the accreted or amortized cost basis of such investment.

For purposes of calculating the amount of the capital gains incentive fee accrual to be included as part of a company’s financial statements, GAAP requires a company to consider, as part of such calculation, the amount of cumulative aggregate unrealized capital appreciation that such company has with respect to its investments. As a result, the capital gains incentive fee accrual under GAAP is calculated using both the cumulative aggregate realized capital gains and losses and the aggregate net change in unrealized capital appreciation/depreciation at the close of the period. If the calculated amount is positive, GAAP requires the Corporation to record a capital gains incentive fee accrual equal to 20% of this cumulative amount, less the aggregate amount of actual capital gains incentive fees paid, or capital gains incentive fees accrued under GAAP, for all prior periods. However, unrealized capital appreciation is not used by the Corporation as part of the calculation to determine the amount of the Capital Gains Fee actually payable to RCM under the terms of the Investment Management Agreement. There can be no assurances that such unrealized capital appreciation will be realized in the future.

As of March 31, 2026, there was no Capital Gains Fee currently payable under the terms of the Investment Management Agreement, and the final calculations are determined annually, and subject to change based on subsequent realized gains, losses or unrealized losses during the remainder of 2026.

In accordance with GAAP, the Corporation is required to accrue a capital gains incentive fee on all realized and unrealized gains and losses. At March 31, 2026, no fee would be due based on net portfolio depreciation. At December 31, 2025, no fee was due based on net portfolio depreciation.

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The expense (benefit) related to the accrued capital gains incentive fee was $0 and ($75,000) for the three months ended March 31, 2026 and 2025, respectively and is recorded on the “Capital gains incentive fees” line item in the Corporation’s Consolidated Statements of Operations.

Administration Agreement

Under the terms of the Administration Agreement, RCM agreed to perform (or oversee, or arrange for, the performance of) the administrative services necessary for the Corporation’s operations, including, but not limited to, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and such other services as RCM, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. RCM shall also arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.

RCM is responsible for the Corporation’s financial and other records that are required to be maintained and prepares all reports and other materials required to be filed with the SEC or any other regulatory authority, including reports to shareholders. In addition, RCM assists the Corporation in determining and publishing the Corporation’s net asset value (NAV), overseeing the preparation and filing of the tax returns, and the printing and dissemination of reports to shareholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered by others. RCM provides, on the Corporation’s behalf, managerial assistance to those portfolio companies that have accepted its offer to provide such assistance.

For the three months ended March 31, 2026 and 2025, the Corporation recorded and paid administrative fees of $50,700 and $48,750, respectively, related to costs incurred by RCM that are reimbursable under the Administration Agreement.

Note 9. FINANCIAL HIGHLIGHTS

The following schedule provides the financial highlights, calculated based on shares outstanding, for the periods indicated:


	Three months ended March 31, 2026 (Unaudited)*			Three months ended March 31, 2025 (Unaudited)*
Per Share Data: (1)
Net asset value, beginning of period		17.57			25.31
Income from operations:
Net investment income		0.19			0.41
Net realized (loss) gain on sales and dispositions of investments		0.36			0.31
Net change in unrealized appreciation/depreciation on investments		(0.67	)		(0.44	)
(Decrease) increase in net assets from operations		(0.12	)		0.28
Payment of cash dividend		(0.29	)		(0.29	)
Effect of stock dividend		—			(3.31	)
(Decrease) increase in net assets per share		(0.41	)		(3.32	)
Net asset value, end of period	$	17.16		$	21.99
Per share market price, end of period	$	11.75		$	18.77
Total return based on market value (2)		5.99	%		(0.99	)%
Total return based on net asset value (3)		(0.70	)%		(11.97	)%
Supplemental Data:
Ratio of expenses before income taxes to average net assets (4)		4.98	%		4.84	%
Ratio of expenses including income taxes to average net assets (4)		5.39	%		4.84	%
Ratio of net investment income to average net assets (4)		4.23	%		7.46	%
Portfolio turnover		2.70	%		0.56	%
Debt/equity ratio		0.98	%		—	%
Net assets, end of period	$	50,954,855		$	65,311,253
Total amount of senior securities outstanding, exclusive of treasury securities	$	500,000		$	-
Asset coverage per unit (5)	10,291%			N/A

(1)

Per share data is based on shares outstanding and the results are rounded to the nearest cent.

(2)

Total return based on market value is calculated as the change in market value per share during the period plus declared dividends per share, assuming reinvestment of dividends, divided by the beginning market value per share.

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(3)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share, divided by the beginning net asset value per share.

(4)

Percentage is presented on an annualized basis.

(5)

Asset coverage per unit is the ratio of the carrying value of the Corporation’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

* Amounts are rounded.

The Corporation’s interim period results could fluctuate as a result of a number of factors; therefore results for any interim period should not be relied upon as being indicative of performance for the full year or in future periods.

Note 10. SEGMENT REPORTING

The Corporation operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The chief operating decision maker (“CODM”) is comprised of the Corporation’s chief executive officer and chief financial officer and the CODM assesses the performance and makes operating decisions for the Corporation on a consolidated basis primarily based on the Corporation’s net increase in net assets from operations. In addition to numerous other factors and metrics, the CODM utilizes net investment income as a key metric in determining the amount of dividends to be distributed to the Corporation’s stockholders. As the Corporation’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Financial Position as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations. The accounting policies of the segment is the same as those described in the summary of significant accounting policies.

Note 11. SUBSEQUENT EVENT

Subsequent to the quarter end, on April 29, 2026, the Board declared a quarterly cash dividend of $0.29 per share. The cash dividend will be paid on or about June 10, 2026 to shareholders of record as of May 27, 2026.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Historical results and percentage relationships among any amounts in the consolidated financial statements are not necessarily indicative of trends in operating results for any future periods.

FORWARD LOOKING STATEMENTS

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report that do not relate to present or historical conditions are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by us from time to time, and forward-looking statements may be included in documents that are filed with the SEC. Forward-looking statements involve risks and uncertainties that could cause our results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, including statements related to our investment strategies and our intention to co-invest with certain of our affiliates; the impact of our election as a RIC for U.S. federal tax purposes on the payment of corporate level U.S. federal income taxes by Rand; statements regarding our liquidity and financial resources; statements regarding any Capital Gains Fee that may be due to RCM upon a hypothetical liquidation of our portfolio and the amount of the Capital Gains Fee that may be payable to RCM for 2026; and statements regarding our compliance with the RIC requirements as of March 31, 2026; and statements regarding future dividend payments, and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,” “anticipates,” or “plans” and similar expressions (including their negative counterparts or other various or comparable terminology) are intended to identify forward-looking statements. Among the important factors on which such statements are based are assumptions concerning the state of the United States economy and the local markets in which our portfolio companies operate, the state of the securities markets in which the securities of our portfolio companies could be traded, liquidity within the United States financial markets, and inflation. All forward-looking statements are subject to risks and uncertainties described under the caption “Risk Factors” contained in Part II, Item 1A of this report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

There may be other factors not identified that affect the accuracy of our forward-looking statements. Further, any forward-looking statement speaks only as of the date when it is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Overview

We are an externally managed non-diversified investment company that lends to and invests in lower middle market companies. Our investment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, our investments are primarily in higher yielding debt instruments. Our investment activities are managed by our investment adviser, Rand Capital Management, LLC (“RCM”).

We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, we are required to comply with certain regulatory requirements specified in the 1940 Act.

In November 2019, Rand completed a stock sale transaction (the “Closing”) with East Asset Management (“East”). The transaction consisted of a $25 million investment in Rand by East, in the form of cash and contributed portfolio assets, in exchange for approximately 8.3 million shares of Rand common stock. Concurrent with the Closing, RCM, a registered investment adviser, was retained by Rand as its external investment adviser and administrator (the Closing and the retention of RCM as our investment adviser and administrator are collectively referred to herein as the “Transaction”). The term of the new investment advisory and management agreement (the “Investment Management Agreement”) with RCM was extended after approval of its renewal by our Board of Directors (the “Board”) in October 2025 and is currently scheduled to expire on December 31, 2026. In addition, the term of the administration agreement (the “Administration Agreement”) with RCM was extended after approval of its renewal by the Board in October 2025 and is currently scheduled to expire on December 31, 2026. The Investment Management Agreement and Administration Agreement can continue for successive annual periods after December 31, 2026 provided that such continuance is specifically approved at least annually by (i) (A) the affirmative vote of a majority of the Board or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our directors who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), of us, RCM or our respective affiliates.

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On January 24, 2024, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, our asset coverage requirement under the 1940 Act for senior securities was changed from 200% to 150%, effective January 24, 2025. We monitor our compliance with this coverage ratio on a regular basis. As of March 31, 2026, our asset coverage ratio for senior securities as of March 31, 2026 was substantially in excess of 150%. For a discussion of the risks associated with our adoption of a modified asset coverage requirement of 150%, please see the discussion of risks under the caption “Risk Factors – Risks related to our Indebtedness” contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. Notwithstanding the reduction of our asset coverage requirement under the 1940 Act from 200% to 150% effective January 24, 2025, under the terms of the Credit Agreement, we are required to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of the Corporation’s assets to the sum of all of the Corporation’s obligations for borrowed money plus all capital lease obligations) of not less than 300%.

Pursuant to the terms of the Investment Management Agreement, Rand pays RCM a base management fee and may pay an incentive fee, comprised of two parts: (1) the “Income Based Fee” and (2) the “Capital Gains Fee”, if specified benchmarks are met.

We elected U.S. federal tax treatment as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To maintain our qualification as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As of March 31, 2026, we believe we were in compliance with the RIC requirements. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. In addition, as a RIC, we must distribute annually to our shareholders at least 90% of our ordinary net income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Accordingly, our Board has regularly declared a quarterly cash dividend since our RIC election.

Our Board declared the following dividend during the three months ended March 31, 2026:


Quarter	Dividend/Share Amount		Record Date	Payment Date
1st	$	0.29	March 11, 2026	March 25, 2026

We may co-invest, subject to the conditions included in the exemptive relief order we received from the SEC, with certain of our affiliates. See “SEC Exemptive Order” below. We believe these types of co-investments are likely to afford us additional investment opportunities and provide an ability to achieve greater diversification in our investment portfolio.

SEC Exemptive Order

On November 14, 2025, Rand, RCM and certain of RCM’s affiliates were granted a new order for exemptive relief (the “Order”) by the SEC that superseded all prior co-investment exemptive relief orders issued to Rand and its affiliates by the SEC. The Order permits Rand to co-invest in portfolio companies with certain of RCM’s affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order and without the need to obtain Board approval. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings (1) in most instances when Rand co-invests with RCM’s affiliates in an issuer where RCM’s affiliates have an existing investment in the issuer, and (2) if Rand disposes of an investment acquired in a co-investment transaction unless the disposition is done on a pro rata basis. Pursuant to the Order, the Board oversees Rand’s participation in the co-investment program. As required by the Order, Rand has adopted policies and procedures reasonably designed to ensure compliance with the terms of the Order, and RCM’s and Rand’s Chief Compliance Officer will provide reporting to the Board regarding compliance with such policies and procedures.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (GAAP), which require the use of estimates and assumptions that affect the reported amounts of assets and liabilities. For a summary of all significant accounting policies, including critical accounting policies, see Note 2—Summary of Significant Accounting Policies to the Consolidated Financial Statements in Item 1, Financial Statements and Supplementary Data, of this Quarterly Report.

The increasing complexity of the business environment and applicable authoritative accounting guidance requires us to monitor our accounting policies and procedures. We have two critical accounting policies that require the use of significant judgment. The following summary of critical accounting policies is intended to enhance a reader’s ability to assess our financial condition and results of operations and the potential volatility due to changes in estimates.

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Valuation of Investments

Our investments are carried at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.

Investments are valued at fair value as determined in good faith by RCM and approved by our Board. We generally invest in loan, debt, and equity instruments and there is no single standard for determining fair value of these investments. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there may be material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if our assumptions and judgments differ from results of actual liquidation events. We analyze and value each investment quarterly and record unrealized depreciation for an investment that we believe has become impaired, including where collection of a loan or debt security or realization of the recorded value of an equity security is doubtful. Conversely, we will record unrealized appreciation if we believe that an underlying portfolio company has appreciated in value and, therefore, our equity securities in the underlying portfolio company have also appreciated in value. Additionally, we continue to assess any material risks associated with this fair value determination, including risks associated with material conflicts of interest.

We utilize several approaches to determine the fair value of an investment. The main approaches are:

•

Equity securities may be valued using the:

▪

Market approach - The market approach uses observable prices and other relevant information generated by similar market transactions. It may include both private and public M&A transactions where the traded price is a multiple of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) or another relevant operating metric. It may also include the market value of comparable public companies that are trading in an active market, or the use of market multiples derived from a set of comparables to assist in pricing the investment. Additionally, we adjust valuations if a subsequent significant equity financing has occurred that includes a meaningful portion of the financing by a sophisticated, unrelated new investor.

▪

ASC 820 classifies the inputs used to measure fair value into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, used in our valuation at the measurement date. Under the valuation policy, we value unrestricted publicly traded companies, categorized as Level 1 investments, at the closing price on the last trading day of the reporting period.

Level 3: Unobservable and significant inputs to determining the fair value.

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At March 31, 2026 and December 31, 2025, all of our investments were Level 3 investments. There were no Level 1 or Level 2 investments at March 31, 2026 or December 31, 2025.

In the valuation process, we value restricted securities, categorized as Level 3 investments, using information from these portfolio companies, and, when considered appropriate, third-party valuation inputs, which may include:

•

Audited and unaudited statements of operations, balance sheets and operating budgets;

•

Current and projected financial, operational and technological developments of the portfolio company;

•

Current and projected ability of the portfolio company to service its debt obligations;

•

The current capital structure of the business and the seniority of the various classes of equity if a deemed liquidation event were to occur;

•

Pending debt or capital restructuring of the portfolio company;

•

Current information regarding any offers to purchase the investment, or recent financing transactions;

•

Current ability of the portfolio company to raise additional financing if needed;

•

Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•

Internal circumstances and events that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•

Qualitative assessment of key management;

•

Contractual rights, obligations or restrictions associated with the investment; and

•

Other factors deemed relevant to assess valuation.

Equity Securities

Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.

The significant unobservable inputs used in the fair value measurement of our equity investments are EBITDA and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, our portfolio companies are typically privately-held, lower middle market companies, and these industry standards may be adjusted to more closely match the specific financial and operational characteristics of the portfolio company. Due to the nature of certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.

Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic and unrelated new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and us, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.

For investments made within the last year, we generally rely on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing us to depart from this basis.

Loan and Debt Securities

The significant unobservable inputs used in the fair value measurement of our loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability

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of principal recovery of the investment. Our loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, we generally rely on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing us to depart from this basis.

Revenue Recognition

Interest income is recognized on the accrual basis except where the investment is in default or where receipt of such interest is otherwise presumed to be in doubt. In such cases, interest is recognized at the time of receipt. A reserve for possible losses on interest receivable is maintained when appropriate.

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. For investments with PIK interest, we will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. Loans that are on non-accrual status remain in such status until the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current.

We may receive cash distributions from portfolio companies that are limited liability companies or corporations, and these distributions are classified as dividend income on our consolidated statement of operations. Dividend income is recognized on an accrual basis when it can be reasonably estimated for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

We may hold preferred equity securities that contain cumulative dividend provisions. Cumulative dividends are recorded as dividend income, if declared and deemed collectible, and any dividends in arrears are recognized into income and added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred security is redeemed.

Financial Condition

Overview:


	March 31, 2026		December 31, 2025		(Decrease) Increase			% (Decrease) Increase
Total assets	$	52,514,626	$	53,195,312	$	(680,686	)		(1.3	)%
Total liabilities		1,559,771		1,011,859		547,912			54.1	%
Net assets	$	50,954,855	$	52,183,453	$	(1,228,598	)		(2.4	)%

Net asset value per share (NAV) was $17.16 at March 31, 2026 and $17.57 at December 31, 2025.

Cash and cash equivalents approximated 0.6% of net assets at March 31, 2026, as compared to 8.1% of net assets at December 31, 2025.

During 2022, we entered into a $25 million senior secured revolving credit facility (the “Credit Facility”) with M&T Bank, as lender (the “Lender”), with the amount that we can borrow thereunder, at any given time, determined based upon a borrowing base formula. The Credit Facility has a 5-year term with a maturity date of June 27, 2027. Our borrowings under the Credit Facility bear interest at a variable rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At March 31, 2026, there was $500,000 drawn on the Credit Facility and the applicable interest rate was 7.18%. See “Note 6. Senior Secured Revolving Credit Facility” in the Notes to the Consolidated Financial Statements for additional information regarding the terms of our Credit Facility.

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Composition of Our Investment Portfolio

Our financial condition is dependent on the success of our portfolio holdings. The following summarizes our investment portfolio at the dates indicated:


	March 31, 2026			December 31, 2025			Increase (Decrease)			% Increase (Decrease)
Investments, at cost	$	62,165,083		$	57,062,399		$	5,102,684			8.9	%
Unrealized depreciation, net		(10,622,019	)		(8,581,903	)		(2,040,116	)		(23.8	)%
Investments, at fair value	$	51,543,064		$	48,480,496		$	3,062,568			6.3	%

Our total investments at fair value, as determined by RCM and approved by our Board, approximated 101% of net assets at March 31, 2026 as compared to approximately 93% of net assets at December 31, 2025.

Our investment objective is to generate current income and when possible, complement this current income with capital appreciation. As a result, we are focused on investing in higher yielding debt instruments and related equity investments in privately held, lower middle market companies with a committed and experienced management team in a broad variety of industries.

The change in investments during the three months ended March 31, 2026, at cost, is comprised of the following:


	Cost Increase (Decrease)
New investments:
AME Holdco, LLC (AME)	$	4,000,000
Mountain Regional Equipment Solutions (MRES)		677,924
BMP Food Service Supply Holdco, LLC (FSS)		400,000
Caitec, Inc. (Caitec)		50,000
Total of new investments		5,127,924
Other changes to investments:
Autotality interest conversion		123,886
Highland All About People Holdings, Inc. (All About People) interest conversion		33,058
BMP Swanson Holdco, LLC (Swanson) interest conversion		32,964
Caitec interest conversion		25,292
FCM Industries Holdco LLC (First Coast Mulch) interest conversion		13,521
Mobile RN Holdings LLC (Mobile IV Nurses) interest conversion		6,330
BlackJet Direct Marketing, LLC (BlackJet) interest conversion		5,642
GoNoodle, Inc. (GoNoodle) interest conversion		3,637
MRES OID amortization		3,000
Bauer Sheet Metal and Fabricating, LLC (Bauer) OID amortization		600
Total of other changes to investments		247,930
Investments repaid, sold, liquidated or converted:
Applied Image, Inc. (Applied Image) debt repayment		(29,170	)
Seybert’s Billiards Corporation (Seybert’s) equity and warrant sale		(244,000	)
Total of investments repaid, sold, liquidated or converted		(273,170	)
Net change in investments, at cost	$	5,102,684

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Results of Operations

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025:

Investment Income


	Three months ended March 31, 2026		Three months ended March 31, 2025		(Decrease) Increase			% (Decrease) Increase
Interest from portfolio companies	$	1,182,759	$	1,677,166	$	(494,407	)		(29.5	)%
Interest from other investments		13,801		10,383		3,418			32.9	%
Dividend and other investment income		—		13,125		(13,125	)		(100.0	)%
Fee income		43,289		307,230		(263,941	)		(85.9	)%
Total investment income	$	1,239,849	$	2,007,904	$	(768,055	)		(38.3	)%

The total investment income during the three months ended March 31, 2026 was received from 15 portfolio companies. For the three months ended March 31, 2025, total investment income was received from 18 portfolio companies.

Interest from portfolio companies – Interest from portfolio companies was approximately 29% lower during the three months ended March 31, 2026 versus the same period in 2025 due to repayment of several interest-yielding investments during the last year, without corresponding new debt instrument originations in replacement. Debt instruments were repaid by HDI Acquisition LLC (Hilton), Lumious, Mattison Avenue Holdings LLC (Mattison), Pressure Pro, Inc. (Pressure Pro), and Seybert’s. In addition, our debt investments in FSS, ITA Acquisition, LLC (ITA), and MRES were placed on non-accrual status during 2025.

We hold debt securities in our investment portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each debt agreement, is added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Interest can also be shifted from current cash payment to PIK as part of a loan modification. For the three months ended March 31, 2026 and 2025, 19.7% and 31.1%, respectively, of our total investment income was attributable to non-cash PIK interest income.

Interest from other investments - The increase in interest from other investments is primarily due to higher average cash balances during the three months ended March 31, 2026 versus the same period in 2025.

Dividend and other investment income - Dividend income is comprised of cash distributions from limited liability companies (LLCs) and corporations in which we have invested. Our investment agreements with certain LLCs require those LLCs to distribute funds to us for payment of income taxes on our allocable share of the LLC’s profits. These portfolio companies may also elect to make additional discretionary distributions or dividends. Dividend income will fluctuate based upon the profitability of these LLCs and corporations and the timing of the distributions. No dividend income was recognized during the three months ended March 31, 2026. During the three months ended March 31, 2025, we recognized $13,125 in dividend income from Tilson Technology Management, Inc. (Tilson).

Fee income - Fee income generally consists of the revenue associated with the amortization of financing fees charged to the portfolio companies upon successful closing of financings, income associated with portfolio company monitoring fees, and other miscellaneous fees. The financing fees are amortized ratably over the life of the instrument associated with the fees. The unamortized fees are carried on the balance sheet under the line item “Deferred revenue.”

The income associated with the amortization of financing fees was $43,289 and $87,777 for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2025, we recognized a prepayment fee of $167,187 from our debt investment in Mattison, a loan monitoring fee of $20,000 from our debt investment in Pressure Pro, a prepayment fee of $17,266 from our debt investment in Pressure Pro, and a loan modification fee of $15,000 from our investment in MRES. No similar fees were received during the three months ended March 31, 2026.

Expenses


	Three months ended March 31, 2026		Three months ended March 31, 2025		Decrease			% Decrease
Total expenses	$	641,917	$	791,065	$	(149,148	)		(18.9	)%

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The decrease in total expenses during the three months ended March 31, 2026 versus the same period in 2025 was primarily due to a $119,673 decrease in the income based incentive fee expense and a $62,513 decrease in base management fee expense.

The income based incentive fee is calculated quarterly in accordance with the Investment Management Agreement. There was no income based incentive fee accrual during the three months ended March 31, 2026. The income based incentive fee accrued during the three months ended March 31, 2025 was $119,673, and was a result of Pre-Incentive Fee Net Investment Income being above the applicable hurdle rate during the applicable quarter, as set forth and described in the Investment Management Agreement. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during such calendar quarter, minus our operating expenses for such calendar quarter (including the Base Management Fee, expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding any portion of the Incentive Fee). Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that we have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized and unrealized capital losses or unrealized capital appreciation or depreciation.

The base management fee payable to RCM under the Investment Management Agreement is calculated based upon total assets less cash, and, as investments are exited or repaid or the fair value of our investments decline, the base management fee payable to RCM will decrease accordingly. The base management fee expense for the three months ended March 31, 2026 and 2025 was $189,695 and $252,208, respectively.

Net Investment Income

The excess of investment income over total expenses, including income taxes, represents net investment income. The net investment income for the three months ended March 31, 2026 and 2025 was $545,027 and $1,218,115, respectively.

Realized Gain on Investments


	Three months ended March 31, 2026		Three months ended March 31, 2025		Change
Realized gain on investments before income taxes	$	1,075,571	$	925,332	$	150,239

During the three months ended March 31, 2026, we sold our equity and warrant investments in Seybert’s and recognized a realized gain of $1,072,459. In addition, during the three months ended March 31, 2026, we recognized a gain of $3,112 from additional proceeds received from the sale of our preferred equity investment in Carolina Skiff.

During the three months ended March 31, 2025, we sold our warrant investment in Pressure Pro and recognized a realized gain of $870,000. In addition, during the three months ended March 31, 2025, we recognized a gain of $55,357 from additional proceeds received from Microcision LLC (Microcision), an investment we exited in 2022. We also recognized a realized loss of ($25) with respect to our investment in GoNoodle when our Series C warrant expired without exercise.

Change in Unrealized (Depreciation) Appreciation of Investments


	Three months ended March 31, 2026			Three months ended March 31, 2025			Change
Change in unrealized (depreciation) appreciation of investments before income taxes	$	(2,040,116	)	$	(1,298,384	)	$	(741,732	)

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The change in net unrealized (depreciation) appreciation, before income taxes, for the three months ended March 31, 2026, was comprised of the following:


	Three months ended March 31, 2026
All About People	$	400,000
Bauer		288,000
BlackJet		(250,000	)
MRES		(403,000	)
Autotality		(1,023,457	)
Seybert's		(1,051,659	)
Total change in net unrealized (depreciation) appreciation of investments before income taxes	$	(2,040,116	)

We exited our investment in Seybert’s during the three months ended March 31, 2026.

In accordance with the Corporation’s valuation policy, we increased the value of our investments in All About People and Bauer during the three months ended March 31, 2026 after a financial analysis of each of the portfolio companies indicated continued improved performance.

During the three months ended March 31, 2026, the valuation of our investments in BlackJet, MRES, and Autotality were each decreased after a review of their operations and financial condition.

The change in net unrealized (depreciation) appreciation, before income taxes, for the three months ended March 31, 2025, was comprised of the following:


	Three months ended March 31, 2025
Inter-National Electronic Alloys LLC (EFINEA)	$	288,235
Seybert's		256,000
FSS		(247,619	)
Pressure Pro		(720,000	)
ITA		(875,000	)
Total change in net unrealized (depreciation) appreciation of investments before income taxes	$	(1,298,384	)

We sold our warrant investment in Pressure Pro during the three months ended March 31, 2025.

In accordance with the Corporation’s valuation policy, we increased the value of our investments in EFINEA and Seybert’s during the three months ended March 31, 2025 after a financial analysis of each of the portfolio companies indicating continued improved performance.

During the three months ended March 31, 2025, the valuation of our investments in FSS and ITA were decreased after a review of their operations and financial condition.

All of the valuation adjustments resulted from a determination of fair value in good faith by RCM, which was subsequently approved by our Board, using the guidance set forth by ASC 820 and our established valuation policy.

Net (Decrease) Increase in Net Assets from Operations

We account for our operations under GAAP for investment companies. The principal measure of our financial performance is “Net (decrease) increase in net assets from operations” on our consolidated statements of operations. The net (decrease) increase in net assets from operations for the three months ended March 31, 2026 and 2025 was ($367,469) and $841,447, respectively.

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Liquidity and Capital Resources

Liquidity is a measure of our ability to meet anticipated cash requirements, fund new and follow-on portfolio investments, pay distributions to our shareholders and respond to other general business demands. As of March 31, 2026, our total liquidity consisted of approximately $331,000 in cash and approximately $20,100,000 of unused availability on our Credit Facility.

During 2022, we entered into a $25 million Credit Facility. The amount we can borrow, at any given time, under the Credit Facility is tied to a borrowing base, which is measured as (i) 75% of the aggregate sum of the fair market values of the publicly traded equity securities we hold (other than shares of ACV Auctions, if any) plus (ii) the least of (a) 75% of the fair market value of the shares of ACV Auctions we hold, if any, (b) $6.25 million and (c) 25% of the aggregate borrowing base availability for the Credit Facility at any date of determination plus (iii) 50% of the aggregate sum of the fair market values of eligible private loans we hold that meet specified criteria plus (iv) the lesser of (a) 50% of the aggregate sum of the fair market values of unsecured private loans we hold that meet specified criteria and (b) $1.25 million minus (v) such reserves as the Lender may establish from time to time in its sole discretion. The Credit Facility has a maturity date of June 27, 2027. The outstanding balance drawn on the Credit Facility at March 31, 2026 was $500,000. Under the borrowing base formula described above, the unused line of credit balance for the Credit Facility was approximately $20,100,000 at March 31, 2026.

Our borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) or (ii) 0.25%. At March 31, 2026, our applicable interest rate was 7.18%.

The Credit Agreement contains representations and warranties and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others covenants that prohibit, subject to certain specified exceptions, our ability to merge or consolidate with other companies, sell any material part of our assets, incur other indebtedness, incur liens on our assets, make investments or loans to third parties other than permitted investments and permitted loans, and declare any distribution or dividend other than certain permitted distributions. The Credit Agreement includes the following financial covenants: (i) a tangible net worth covenant that requires us to maintain a Tangible Net Worth (defined in the Credit Agreement as our aggregate assets, excluding intangible assets, less all of our liabilities) of not less than $50.0 million, which is measured quarterly at the end of each fiscal quarter, (ii) an asset coverage ratio covenant that requires us to maintain an Asset Coverage Ratio (defined in the Credit Agreement as the ratio of the fair market value of all of our assets to the sum of all of our obligations for borrowed money plus all capital lease obligations) of not less than 3:1, which is measured quarterly at the end of each fiscal quarter and (iii) an interest coverage ratio covenant that requires us to maintain an Interest Coverage Ratio (defined in the Credit Agreement as the ratio of Cash Flow (as defined in the Credit Agreement) to Interest Expense (as defined in the Credit Agreement)) of not less than 2.5:1, which is measured quarterly on a trailing twelve-months basis. We were in compliance with these covenants at March 31, 2026. See “Note 6. Senior Secured Revolving Credit Facility” on our Notes to the Consolidated Financial Statements for additional information regarding the terms of our Credit Facility.

For the three months ended March 31, 2026, we experienced a net decrease in cash of approximately $3,878,000, which is a net effect of approximately $3,517,000 of net cash used in our operating activities and approximately $361,000 of net cash used in our financing activities.

The $3,517,000 of net cash used in our operating activities during the three months ended March 31, 2026 resulted primarily from approximately $5,128,000 used to fund new or follow-on portfolio company investments, approximately $244,000 in non-cash interest income, and an approximately $141,000 net increase in operating assets. This was partially offset by net investment income of approximately $545,000, approximately $1,349,000 received from the sales of equity investments and repayments of debt investments, and an approximately $48,000 net increase in operating liabilities.

Net cash used in financing activities during the three months ended March 31, 2026 was approximately $361,000. This is comprised of approximately $861,000 in cash dividends paid to shareholders and $500,000 borrowed on the Credit Facility.

We anticipate that we will continue to fund our investment activities through cash generated through our ongoing operating activities and through borrowings under the $25 million Credit Facility. We anticipate that we will continue to exit investments. However, the timing of liquidation events with respect to our privately held investments is difficult to project.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks primarily consisting of risks resulting from changes in interest rates and the valuation of our investment portfolio.

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Interest Rate Risk

Changes in interest rates may affect our interest expense on the debt outstanding under our Credit Facility. Our debt borrowings under the Credit Facility bear interest at a variable rate determined as a rate per annum equal to 3.50 percentage points above the greater of (i) the applicable daily simple secured overnight financing rate (SOFR) and (ii) 0.25%. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. As of March 31, 2026, all of our debt investments that are not on non-accrual status had fixed interest rates and were not directly impacted by changes in market interest rates.

Based on our Consolidated Statement of Financial Position as of March 31, 2026, the following table shows the approximate annualized increase (decrease) in net investment income due to hypothetical base rate changes in interest rates under our Credit Facility, assuming no changes in our borrowings as of March 31, 2026. Because we often borrow money to make investments, our net investment income is dependent upon the difference between our borrowing rate and the rate we earn on the invested proceeds borrowed. In periods of rising interest rates, the rate we earn on our debt investments with fixed interest rates will remain the same, while the interest incurred on our borrowings under the Credit Facility will increase.


	Impact on net investment income from a change in interest rates on our Credit Facility at:
	1%			2%			3%
Increase in interest rate	$	(5,000	)	$	(10,000	)	$	(15,000	)
Decrease in interest rate		5,000			10,000			15,000

Although we believe that this analysis is indicative of our existing interest rate sensitivity under our Credit Facility at March 31, 2026, it does not adjust for changes in the credit quality, size and composition of our investment portfolio, and other business developments, including increased borrowings under our Credit Facility, that could affect our net investment income. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

We do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our borrowed funds.

Valuation Risk

We carry our investments at fair value in accordance with FASB Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, as determined in good faith by RCM and approved by our Board. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio company investment while employing a consistent valuation process. Due to the inherent uncertainty of determining the fair value of portfolio investments, there are material risks associated with this determination including that estimated fair values may differ from the values that would have been used had a readily available market value for the investments existed and these differences could be material if our assumptions and judgments differ from results of actual liquidation events. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the value realized on these investments to be different than the valuations that are assigned. The types of factors that we may take into account in valuation of our investments include, as relevant, third party valuations, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly-traded securities, recent sales of or offers to buy comparable companies, and other relevant factors.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Chief Executive Officer and the Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of March 31, 2026. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s controls and procedures were not effective as of March 31, 2026 as a result of material weakness in the controls related to the accounting for income taxes and related disclosures discussed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

As previously disclosed in Part II, Item 9A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, management commenced the following remediation actions relating to this material weakness:

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•

Engaging a new third-party tax advisory firm with enhanced technical resources and review procedures.

•

Implementing additional management review controls over the income tax provision, including documented review procedures.

•

Enhancing internal documentation supporting the completeness and accuracy of data used in tax calculations.

The Chief Executive Officer and Chief Financial Officer believe these measures will remediate the identified material weakness; however, the material weakness will not be considered remediated until the enhanced controls have been implemented and have operated effectively for a sufficient period of time to enable management to conclude, through testing, that the controls are operating effectively.

Changes in Internal Control over Financial Reporting. Except for the material weakness and remediation efforts described above, there have been no changes in our internal control over financial reporting during the Corporation’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

See the information provided under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Period	Total number of shares purchased (1)		Average price paid per share (2)		Total number of shares purchased as part of publicly announced plan (3)		Maximum dollar amount of shares that may yet be purchased under the share repurchase program (3)
1/1/2026 – 1/31/2026		—		—		—	$	1,500,000
2/1/2026 – 2/28/2026		—		—		—	$	1,500,000
3/1/2026 – 3/31/2026		—		—		—	$	1,500,000
Total		—		—		—

(1)

There were no shares repurchased during the quarter.

(2)

The average price paid per share is calculated on a settlement basis and includes commission.

(3)

On April 22, 2026 the Board of Directors approved a new share repurchase plan, which authorizes the Corporation to repurchase shares of the Corporation’s outstanding common stock with an aggregate cost of up to $1,500,000 at prices per share of common stock of no greater than the then current net asset value. This share repurchase authorization lasts for a period of 12 months from the authorization date, until April 22, 2027.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the three months ended March 31, 2026, no director or officer of the Corporation adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

(a)

Exhibits

The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934.


(3.1)(i)	Certificate of Incorporation of the Corporation, incorporated by reference to Exhibit (a)(1) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617).

(3.1)(ii)	Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 12, 2019.

(3.1)(iii)	Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on May 21, 2020.

(3.1)(iv)	By-laws of the Corporation, incorporated by reference to Exhibit 3(ii) to the Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 filed with the SEC on November 2, 2016. (File No. 814-00235).

(4.1)	Specimen certificate of common stock certificate, incorporated by reference to Exhibit (b) of Form N-2 filed with the SEC on April 22, 1997. (File No. 333-25617).

(31.1)	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended – filed herewith.

(31.2)	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended – filed herewith.

(32.1)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Rand Capital Corporation – filed herewith.

101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RAND CAPITAL CORPORATION


Dated: May 6, 2026


	/s/ Daniel P. Penberthy
	Daniel P. Penberthy, Chief Executive
	Officer and President
	(Chief Executive Officer)
Dated: May 6, 2026



	/s/ Margaret W. Brechtel
	Margaret W. Brechtel, Executive Vice
	President, Chief Financial Officer and
	Treasurer
	(Chief Financial Officer)