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8-K

Rand Capital Corp (RAND)

8-K 2025-08-04 For: 2025-08-04
View Original
Added on April 10, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549


FORM

8-K


CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2025

RAND

CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York 814-00235 16-0961359
(State<br> or Other Jurisdiction<br><br> of Incorporation) (Commission<br> <br><br> File Number) (I.R.S.<br> Employer<br><br> Identification Number)

1405Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices) (Zip Code)

(716)853-0802

(Registrant’s Telephone Number, Including Area Code)

NotApplicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securitiesregistered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item2.02. Results of Operations and Financial Condition.

On August 4, 2025, Rand Capital Corporation (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2025. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information contained in this report under Item 2.02 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item7.01. Regulation FD Disclosure.

The Company has updated its earnings conference call slide presentation for the second quarter ended June 30, 2025, and will make it available on the Company’s website at www.randcapital.com, under “Investors”. The slide presentation will be referenced during the Company’s earnings conference call. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>Number Description of Exhibit
99.1 Press Release, dated August 4, 2025.
104 Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 hereunto duly authorized.

RAND CAPITAL CORPORATION
Date:<br> August 4, 2025
By: /s/ Margaret Brechtel
Name: Margaret Brechtel
Title: Chief Financial Officer

Exhibit99.1

14 Lafayette Square, Suite 1405 • Buffalo, New York 14203

FOR IMMEDIATE RELEASE


Rand Capital Reports Second Quarter 2025 Results

Total investment income was $1.6 million, a 25% decrease from the prior-year period, primarily due to portfolio repayments and market slowdown in deal originations
Net investment income rose to $2.5 million, or $0.83 per share, largely driven by a non-cash capital gains incentive fee adjustment related to a portfolio valuation change
Ended the quarter with approximately $25 million in total liquidity and no debt outstanding
Declared quarterly dividend of $0.29 per share for the third quarter of 2025

BUFFALO,NY, August 4, 2025 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or the “Company”), a business development company providing alternative financing for lower middle market companies, announced its results for the second quarter ended June 30, 2025.

“We delivered net investment income growth in the second quarter, primarily benefiting from a non-cash capital gains incentive fee reversal tied to the write-down of our investment in Tilson,” said Daniel P. Penberthy, President and Chief Executive Officer of Rand. “At the same time, total investment income declined due to the continued impact of portfolio loan repayments that have not yet been offset by new investments. Investment activity remains slower than desired amid ongoing economic uncertainty, which has led more borrowers to pay interest “in kind” (PIK) by increasing their loan balances rather than using cash during the first half of 2025. As a result, over $1.2 million of interest was added to the principal of our portfolio obligations, representing approximately 34% of our total investment income.”

Mr. Penberthy added, “We are starting to see early signs of market improvement, which could return portions of our portfolio to current pay status and lead to stronger deal origination and execution. With approximately $25 million in total liquidity and no debt outstanding, we believe we are well-positioned to support our dividend and act quickly on new investment opportunities as conditions evolve.”

SecondQuarter Highlights (compared with the prior-year period unless otherwise noted)

Total<br> investment income was $1.6 million, a decrease of $534,000, or 25%, compared with the same<br> period last year. The change was primarily driven by a 24% reduction in interest income from<br> portfolio companies, reflecting the repayment of five debt instruments over the past year.<br> Lower dividend income also contributed to the year-over-year decrease.
Total<br> expenses were<br> a benefit of $864,000 compared with an expense of $2.7 million in the same period last year.<br> This improvement was primarily driven by a $3.1 million reduction in capital gains incentive<br> fee expense. In the second quarter of 2025, Rand recorded a $1.5 million capital gains incentive<br> fee benefit, reflecting a net increase in unrealized depreciation, whereas the prior-year<br> period included a $1.6 million expense. Additionally, lower average outstanding debt balances<br> led to a $368,000 reduction in interest expense, and base management fees declined by $105,000<br> due to portfolio company principal repayments and valuation adjustments.
Adjusted<br> expenses, which exclude capital gains incentive fees, and is a non-GAAP financial measure,<br> were $626,000 compared with $1.0 million in the second quarter of 2024. See the attached description of this non-GAAP financial measure and reconciliation table for adjusted expenses.

RandCapital Reports Second Quarter 2025 Results

August4, 2025

Page2 of 7

Net<br> investment income increased to $2.5 million, or $0.83 per share, compared with a loss of<br> $517,000, or $0.20 per share, in the second quarter of 2024. Adjusted net investment income<br> per share, a non-GAAP financial measure, which excludes the capital gains incentive fee,<br> was $0.33 per share, compared with $0.44 per share in last year’s second quarter. The<br> second quarter of 2025 per share amounts were computed using 2,969,814 weighted average shares<br> outstanding, reflecting a higher number of shares outstanding following the fourth quarter<br> 2024 dividend, distributed in the first quarter of 2025, that was paid in part using shares<br> of common stock. This compared with 2,581,021 weighted average shares outstanding for the<br> second quarter of 2024. See the attached description of this non-GAAP financial measure and reconciliation table for adjusted net investment income per share.

Portfolioand Investment Activity


As of June 30, 2025, Rand’s portfolio included investments with a fair value of $52.4 million across 19 portfolio businesses. This was a decrease of $18.5 million, or 26%, from December 31, 2024, primarily due to portfolio company loan repayments and valuation adjustments in multiple portfolio companies. The portfolio was comprised of approximately 86% debt investments and 14% equity investments at June 30, 2025. The annualized weighted average yield of debt investments, which includes PIK interest, was 12.2% at June 30, 2025, compared with 13.8% at the end of 2024.

SecondQuarter 2025:

Funded<br> a follow-on equity investment of $35,000 in Carolina Skiff LLC. Rand’s total equity<br> investment in Carolina Skiff had a fair value of $800,000 at quarter-end.
The<br> valuation of Rand’s investment in Tilson Technologies decreased $9.5 million after<br> it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in<br> the United States Bankruptcy Court, District of Delaware. Additional information regarding<br> the Tilson Technologies bankruptcy can be found in Rand’s Current Report on Form 8-K<br> filed on May 30, 2025.

Liquidityand Capital Resources

Rand ended the quarter with $4.4 million in cash, an increase from $835,000 at year-end 2024. As of June 30, 2025, there was no outstanding balance on the Company’s senior secured revolving credit facility. Mr. Penberthy stated, “While the borrowing base formula provided approximately $20 million of unused availability as of June 30, 2025, we have the capacity to increase this to a total of $25 million, subject to certain borrowing criteria and portfolio eligibility requirements through its 2027 maturity.”

The Company did not repurchase any outstanding common stock during the second quarter of 2025.

Dividends


On April 30, 2025, Rand declared its regular quarterly cash dividend of $0.29 per share, which was paid during the second quarter to shareholders of record as of May 30, 2025.

On July 28, 2025, Rand declared its regular quarterly cash dividend of $0.29 per share. The cash dividend will be distributed on or about September 12, 2025, to shareholders of record as of August 29, 2025.

Webcastand Conference Call


Rand will host a conference call and webcast on Monday, August 4, 2025, at 1:30 p.m. Eastern Time, to review its financial results. The review will be accompanied by a slide presentation, which will be available on Rand’s website at www.randcapital.com in the “Investor Relations” section. Rand’s conference call can be accessed by calling (201) 689-8263. Alternatively, the webcast can be monitored on Rand’s website at www.randcapital.com under “Investors” where the replay will also be available.

Rand Capital Reports Second Quarter 2025 Results

August4, 2025

Page3 of 7

A telephonic replay will be available from 5:30 p.m. ET on the day of the call through Monday, August 18, 2025. To listen to the archived call, dial (412) 317-6671 and enter replay pin 13754384. A transcript of the call will also be posted once available.

ABOUTRAND CAPITAL


Rand Capital Corporation (Nasdaq: RAND) is an externally managed business development company (BDC). The Company’s investment objective is to maximize total return to its shareholders with current income and capital appreciation by focusing its debt and related equity investments in privately-held, lower middle market companies with committed and experienced managements in a broad variety of industries. Rand primarily invests in businesses that have sustainable, differentiated and market-proven products, revenue of more than $10 million and EBITDA in excess of $1.5 million. The Company’s investment activities are managed by its external investment adviser, Rand Capital Management, LLC. Additional information can be found at the Company’s website where it regularly posts information: randcapital.com.

SafeHarbor Statement


Thispress release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including but not limitedto statements regarding the strategy of the Company and its outlook; statements regarding the implementation of the Company’s strategyand the growth of its dividend; statements regarding the impact of market improvements on returning portions of the debt portfolio tocurrent pay status; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concernfuture circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,”“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”“could,” “project,” “predict,” “continue,” “target” or other similar wordsor expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect,actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statementsshould not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that couldcause actual results to differ materially from such plans, estimates or expectations include, among others, (1) evolving legal, regulatoryand tax regimes; (2) changes in general economic and/or industry specific conditions; and (3) other risk factors as detailed from timeto time in Rand’s reports filed with the Securities and Exchange Commission (“SEC”), including Rand’s annualreport on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents filed with the SEC. Consequently,such forward-looking statements should be regarded as Rand’s current plans, estimates and beliefs. Except as required by applicablelaw, Rand assumes no obligation to update the forward-looking information contained in this release.

Contacts:


Company: Investors:
Daniel<br> P. Penberthy Craig<br> P. Mychajluk / Deborah K. Pawlowski
President<br> and CEO Alliance<br> Advisors IR
716.853.0802 716-843-3832<br> / 716-843-3908
dpenberthy@randcapital.com cmychajluk@allianceadvisors.com<br><br> <br>dpawlowski@allianceadvisors.com

FINANCIAL TABLES FOLLOW

Rand Capital Reports Second Quarter 2025 Results

August4, 2025

Page4 of 7

RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Financial Position


December<br> 31, 2024
ASSETS
Investments at fair value:
Control investments<br> (cost of 6,563,940 and 6,188,940, respectively) 2,000,000 $ 2,500,000
Affiliate investments (cost<br> of 44,800,334 and 42,488,804, respectively) 42,717,475 51,668,144
Non-Control/Non-Affiliate<br> investments (cost of 9,912,772 and 19,442,491, respectively) 7,646,779 16,649,897
Total investments, at fair<br> value (cost of 61,277,046 and 68,120,235, respectively) 52,364,254 70,818,041
Cash 4,419,813 834,805
Interest receivable (net<br> of allowance of 25,337 and 0, respectively) 250,263 357,530
Prepaid income taxes 344,695 329,365
Deferred tax asset, net 111,438 2,161
Other<br> assets 149,076 115,531
Total<br> assets 57,639,539 $ 72,457,433
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser 509,500 $ 2,182,846
Accounts payable and accrued<br> expenses 38,600 92,568
Line of credit 600,000
Capital gains incentive<br> fees 1,565,000
Deferred revenue 377,485 516,441
Dividend<br> payable 2,168,058
Total liabilities 925,585 7,124,913
Stockholders’<br> equity (net assets):
Common stock, 0.10<br> par; shares authorized 100,000,000; shares issued: 3,037,709 at 6/30/25 and 2,648,916 at 12/31/24; shares outstanding: 2,969,814<br> at 6/30/25 and 2,581,021 at 12/31/24 303,771 264,892
Capital in excess of par value 64,051,504 55,419,620
Stock dividends distributable:<br> 0 shares at 6/30/25 and 388,793 shares at 12/31/24 8,672,231
Treasury stock, at cost:<br> 67,895 shares at 6/30/25 and 12/31/24 (1,566,605 ) (1,566,605 )
Total<br> distributable earnings (6,074,716 ) 2,542,382
Total<br> stockholders’ equity (net assets) (per share – 6/30/25: 19.10; 12/31/24: 25.31) 56,713,954 65,332,520
Total<br> liabilities and stockholders’ equity (net assets) 57,639,539 $ 72,457,433

All values are in US Dollars.



Rand Capital Reports Second Quarter 2025 Results

August4, 2025

Page5 of 7


RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Operations

(Unaudited)

Three<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2025 Three<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2024 Six<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2025 Six<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2024
Investment income:
Interest from portfolio<br> companies:
Control investments $ 12,979 $ 198,885 $ 12,979 $ 386,368
Affiliate investments 1,264,789 1,192,116 2,547,648 2,358,201
Non-Control/Non-Affiliate<br> investments 236,794 604,226 631,101 1,064,306
Total<br> interest from portfolio companies 1,514,562 1,995,227 3,191,728 3,808,875
Interest from other investments:
Non-Control/Non-Affiliate<br> investments 36,556 144 46,939 2,058
Total<br> interest from other investments 36,556 144 46,939 2,058
Dividend and other investment<br> income:
Affiliate investments 13,125 13,125 26,250
Non-Control/Non-Affiliate<br> investments 60,050 198,760
Total<br> dividend and other investment income 73,175 13,125 225,010
Fee income:
Control investments 4,516 4,516 9,032 9,032
Affiliate investments 42,891 54,815 174,646 128,535
Non-Control/Non-Affiliate<br> investments 3,772 8,272 174,731 29,858
Total<br> fee income 51,179 67,603 358,409 167,425
Total<br> investment income 1,602,297 2,136,149 3,610,201 4,203,368
Expenses:
Base management fee 217,649 322,672 469,857 625,267
Income based incentive<br> fees 119,673
Capital gains incentive<br> fees (1,490,000 ) 1,641,000 (1,565,000 ) 1,753,300
Interest expense 25,417 393,172 61,903 783,192
Professional fees 142,020 91,460 350,862 323,767
Stockholders and office<br> operating 103,349 82,667 194,112 151,695
Directors’ fees 66,550 66,550 130,400 130,400
Administrative fees 50,250 40,000 99,000 78,167
Insurance 9,974 10,380 23,136 23,424
Corporate development (2,493 ) 4,881 4,501 10,426
Bad<br> debt expense 13,125 38,462
Total<br> (benefits) expenses (864,159 ) 2,652,782 (73,094 ) 3,879,638
Net investment income (loss)<br> before income taxes: 2,466,456 (516,633 ) 3,683,295 323,730
Income<br> tax (benefit) expense (11,778 ) 562 (13,054 ) 1,340
Net investment income (loss) 2,478,234 (517,195 ) 3,696,349 322,390
Net realized gain (loss)<br> on sales and dispositions of investments:
Affiliate investments (831,891 ) 925,357 (831,891 )
Non-Control/Non-Affiliate<br> investments 1,259,999 (25 ) 4,710,091
Net realized gain (loss)<br> on sales and dispositions of investments 428,108 925,332 3,878,200
Net change in unrealized<br> appreciation/depreciation<br>  on investments:
Control investments (875,000 )
Affiliate investments (10,122,270 ) 8,849,945 (10,545,654 ) 8,749,945
Non-Control/Non-Affiliate<br> investments (189,944 ) (1,070,919 ) (189,944 ) (3,861,215 )
Change in unrealized appreciation/depreciation<br> before income taxes (10,312,214 ) 7,779,026 (11,610,598 ) 4,888,730
Deferred<br> income tax benefit (97,826 ) (47,834 ) (94,210 ) (47,834 )
Net<br> change in unrealized appreciation/depreciation on investments (10,214,388 ) 7,826,860 (11,516,388 ) 4,936,564
Net<br> realized and unrealized (loss) gain on investments (10,214,388 ) 8,254,968 (10,591,056 ) 8,814,764
Net<br> (decrease) increase in net assets from operations $ (7,736,154 ) $ 7,737,773 $ (6,894,707 ) $ 9,137,154
Weighted average shares outstanding 2,969,814 2,581,021 2,920,135 2,581,021
Basic and diluted net (decrease)<br> increase in net assets from operations per share $ (2.60 ) $ 3.00 $ (2.36 ) $ 3.54

Rand Capital Reports Second Quarter 2025 Results

August4, 2025

Page6 of 7


RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Changes in Net Assets

(Unaudited)

Three<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2025 Three<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2024 Six<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2025 Six<br> months<br><br> <br>ended<br><br> <br>June<br> 30, 2024
Net assets at<br> beginning of period $ 65,311,253 $ 61,569,339 $ 65,332,520 $ 60,815,213
Net investment income (loss) 2,478,234 (517,195 ) 3,696,349 322,390
Net realized gain on sales and dispositions<br> of investments 428,108 925,332 3,878,200
Net change in unrealized<br> appreciation/depreciation on investments (10,214,388 ) 7,826,860 (11,516,388 ) 4,936,564
Net (decrease) increase<br> in net assets from operations (7,736,154 ) 7,737,773 (6,894,707 ) 9,137,154
Declaration of dividend (861,145 ) (748,496 ) (1,723,859 ) (1,393,751 )
Net<br> assets at end of period $ 56,713,954 $ 68,558,616 $ 56,713,954 $ 68,558,616

Rand Capital Reports Second Quarter 2025 Results

August4, 2025

Page7 of 7


RandCapital Corporation and Subsidiaries

Reconciliationof GAAP Total Expense to Non-GAAP Adjusted Expenses

(Unaudited)

In addition to reporting total expenses, which is a U.S. generally accepted accounting principle (“GAAP”) financial measure, Rand presents adjusted expenses, which is a non-GAAP financial measure. Adjusted expenses is defined as GAAP total expenses removing the effect of any (credits)/expenses for capital gains incentive fees accrual. GAAP total expenses is the most directly comparable GAAP financial measure. Rand believes that adjusted expenses provides useful information to investors regarding financial performance because it is a method the Company uses to measure its financial and business trends related to its results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

Three months<br><br> <br>ended<br> <br>June 30, 2025 Three months<br><br> <br>ended<br> <br>June 30, 2024 Six months<br><br> <br>ended<br> <br>June 30, 2025 Six months<br><br> <br>ended<br> <br>June 30, 2024
Total (benefits)<br> expenses $ (864,159 ) $ 2,652,782 $ (73,094 ) $ 3,879,638
Exclude<br> (credits) expenses for capital gains incentive fees (1,490,000 ) 1,641,000 (1,565,000 ) 1,753,300
Adjusted<br> total expenses $ 625,841 $ 1,011,782 $ 1,491,906 $ 2,126,338

Reconciliationof GAAP Net Investment Income (Loss) per Share toAdjusted Net Investment Income per Share

(Unaudited)

In addition to reporting Net Investment Income (Loss) per Share, which is a GAAP financial measure, the Company presents Adjusted Net Investment Income per Share, which is a non-GAAP financial measure. Adjusted Net Investment Income per Share is defined as GAAP Net Investment Income per Share removing the effect of any (credits)/expenses for capital gains incentive fees. GAAP Net Investment Income per Share is the most directly comparable GAAP financial measure. Rand believes that Adjusted Net Investment Income per Share provides useful information to investors regarding financial performance because it is a method the Company uses to measure its financial and business trends related to its results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

The per share amounts for the three and six months ended June 30, 2025 were computed using 2,969,814 and 2,920,135 weighted average shares outstanding, respectively, reflecting a higher number of shares outstanding following the fourth quarter 2024 dividend, which was paid in part using shares of common stock. This compared with 2,581,021 weighted average shares outstanding for the three and six months ended June 30, 2024.

Three months ended<br> <br>June 30, 2025 Three months ended<br> <br>June 30, 2024 Six months ended<br> <br>June 30, 2025 Six months ended<br> <br>June 30, 2024
Net investment<br> income (loss) per share $ 0.83 $ (0.20 ) $ 1.27 $ 0.12
Exclude<br> (credits) expenses for capital gains incentive fees per share (0.50 ) 0.64 (0.54 ) 0.68
Adjusted<br> net investment income per share $ 0.33 $ 0.44 $ 0.73 $ 0.80