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 June 30, 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 Exchange Act). Yes  No ☑

 

As of August 5, 2026, there were 2,969,814 shares of the registrant’s common stock outstanding.

 

 

RAND CAPITAL CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS FOR FORM 10-Q

 

PART I. – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Statements of Financial Position as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	4
	Consolidated Schedule of Portfolio Investments as of June 30, 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	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50
PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

RAND CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

		June 30, 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 $46,641,149 and $40,867,599, respectively)			38,621,568				36,775,685
Non-Control/Non-Affiliate investments (cost of $14,255,387 and $9,630,860, respectively)			16,479,338				10,304,811
Total investments, at fair value (cost of $67,460,476 and $57,062,399, respectively)			56,500,906				48,480,496
Cash and cash equivalents			429,639				4,208,948
Interest receivable (net of allowance of $25,337)			231,192				168,039
Prepaid income taxes			328,088				283,581
Other assets			170,841				54,248
Total assets		$	57,660,666			$	53,195,312
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser (see Note 8)		$	548,049			$	519,287
Accounts payable and accrued expenses			85,575				101,975
Line of credit (see Note 6)			5,100,000				—
Deferred revenue			467,155				390,597
Total liabilities			6,200,779				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    June 30, 2026 and December 31, 2025 (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 June 30, 2026 and December 31, 2025			(1,566,605	)			(1,566,605	)
Total distributable earnings			(11,340,436	)			(10,616,870	)
Total stockholders’ equity (net assets) (per share – June 30, 2026: $17.33;    December 31, 2025: $17.57)			51,459,887				52,183,453
Total liabilities and stockholders’ equity (net assets)		$	57,660,666			$	53,195,312

 

See accompanying notes