Rand Capital Corp 8-K, filed Nov 4, 2026

Rand Capital Corp (RAND)

8-K 2026-11-04 For: 2026-11-04

Added on November 04, 2026

About this 8-K

Rand Capital Corp filed this 8-K on November 4, 2026.

Rand Capital Corporation reported third-quarter net investment income of $669,000, or $0.23 per share, and NAV of $17.36 per share at September 30, 2026. Portfolio fair value rose 17.0% from year-end 2025 to $56.7 million. AI summary

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

	RAND CAPITAL CORPORATION

Date: November 4, 2026

	By:	/s/ Margaret Brechtel
	Name:	Margaret Brechtel
	Title:	Chief Financial Officer

	●	*Interest income from portfolio companies rose 4% sequentially to $1.2 million, supported by contributions from investments made earlier in 2026*

	●	*Third quarter total investment income was $1.3 million compared with $1.6 million in the prior-year period, primarily reflecting the impact of certain investments being on non-accrual status*

	●	*Net investment income was $669,000, or $0.23 per share, in the third quarter*

	●	*Net asset value (NAV) per share was $17.36 at September 30, 2026*

	●	*Portfolio fair value was $56.7 million, up 17.0% from year-end 2025*

	●	Total investment income of $1.3 million decreased $268,000, or 17%, from $1.6 million in the third quarter of 2025, primarily reflecting lower interest income from portfolio companies due to certain investments being placed on non-accrual status over the last year, along with lower interest from other investments and fee income. Dividend income of $28,000 in the third quarter of 2026 partially offset this decline.

	●	On a sequential basis, interest income from portfolio companies increased 4% to $1.2 million, reflecting income generated by new investments made during the year.

	●	Non-cash payment-in-kind (PIK) interest totaled $99,000, representing 8% of interest income from portfolio companies, compared with 43% in the prior-year period. The decline in PIK as a percentage of interest income reflects the impact of four portfolio companies being on non-accrual status, which reduced the amount of PIK interest recognized in the quarter.

	●	Total expenses were $769,000 compared with $596,000 in the same period last year. The increase primarily reflected higher professional fees, interest expense due to higher average borrowings and base management fees, partly offset by lower income-based incentive fees. Neither period included a capital gains incentive fee expense or benefit.

	●	Net investment income was $669,000, or $0.23 per share, compared with $993,000, or $0.33 per share, in the third quarter of 2025.

	●	Net assets were $51.5 million, or $17.36 per share, at September 30, 2026, compared with $17.33 per share, at June 30, 2026. Net investment income of $669,000 and net realized and unrealized gains of $275,000 more than offset $861,000 of dividends declared during the third quarter. At December 31, 2025, net assets were $17.57 per share.

	●	BMP Swanson Holdco LLC: Rand recognized a $2.0 million realized loss on its debt and equity investments, which had previously been written down to zero. Recognition of the realized loss was accompanied by an equivalent reversal of previously recorded unrealized depreciation and therefore did not result in an additional reduction in NAV during the quarter.

	●	BlackJet Direct Marketing LLC: Rand received a $250,000 principal repayment on its debt investment and recognized a $7,500 prepayment fee.

	●	Feature Healthcare LLC, doing business as 4 Seasons Home Care: Rand received a $16,250 principal repayment.

	●	Valuation increases in Bauer Sheet Metal and Fabricating, Inter-National Electronic Alloys and Open Exchange were partly offset by decreases in Autotality, ITA Acquisition and OnCore Golf.

Company:	Investors:

Daniel P. Penberthy	Craig P. Mychajluk
President and CEO	Alliance Advisors IR
716.853.0802	716-843-3832
invest@randcapital.com	cmychajluk@allianceadvisors.com

	September 30, 2026 (Unaudited)			December 31, 2025
ASSETS
Investments at fair value:
Control investments (cost of $6,563,940 and $6,563,940, respectively)	$	1,000,000		$	1,400,000
Affiliate investments (cost of $44,436,906 and $40,867,599, respectively)		38,938,209			36,775,685
Non-Control/Non-Affiliate investments (cost of $14,271,955 and $9,630,860, respectively)		16,797,846			10,304,811
Total investments, at fair value (cost of $65,272,801 and $57,062,399, respectively)		56,736,055			48,480,496
Cash and cash equivalents		222,920			4,208,948
Interest receivable (net of allowance of $25,337 at September 30, 2026 and December 31, 2025)		241,387			168,039
Prepaid income taxes		309,395			283,581
Other assets		132,337			54,248
Total assets	$	57,642,094		$	53,195,312
LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser	$	555,565		$	519,287
Accounts payable and accrued expenses		116,404			101,975
Line of credit		5,000,000			—
Deferred revenue		427,086			390,597
Total liabilities		6,099,055			1,011,859

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 September 30, 2026 and December 31, 2025		303,771			303,771
Capital in excess of par value		64,063,157			64,063,157
Treasury stock, at cost: 67,895 shares at September 30, 2026 and December 31, 2025		(1,566,605	)		(1,566,605	)
Total distributable earnings		(11,257,284	)		(10,616,870	)
Total stockholders’ equity (net assets) (per share – September 30, 2026: $17.36; December 31, 2025: $17.57)		51,543,039			52,183,453
Total liabilities and stockholders’ equity (net assets)	$	57,642,094		$	53,195,312

	Three months ended September 30, 2026			Three months ended September 30, 2025			Nine months ended September 30, 2026			Nine months ended September 30, 2025
Investment income:
Interest from portfolio companies:
Control investments	$	—		$	13,417		$	16,517		$	26,396
Affiliate investments		836,258			1,177,248			2,618,122			3,724,896
Non-Control/Non-Affiliate investments		388,065			234,469			946,170			865,570
Total interest from portfolio companies		1,224,323			1,425,134			3,580,809			4,616,862
Interest from other investments:
Non-Control/Non-Affiliate investments		45			73,488			13,873			120,427
Total interest from other investments		45			73,488			13,873			120,427
Dividend and other investment income:
Affiliate investments		28,241			—			180,754			13,125
Total dividend and other investment income		28,241			—			180,754			13,125
Fee income:
Control investments		—			4,515			9,032			13,547
Affiliate investments		55,784			72,714			144,656			247,360
Non-Control/Non-Affiliate investments		3,375			3,772			16,912			178,503
Total fee income		59,159			81,001			170,600			439,410
Total investment income		1,311,768			1,579,623			3,946,036			5,189,824
Expenses:
Base management fee		214,969			184,382			609,817			654,239
Income based incentive fees		(2,300	)		66,505			(2,300	)		186,178
Capital gains incentive fees		—			—			—			(1,565,000	)
Interest expense		113,164			25,416			215,250			87,319
Professional fees		240,538			133,415			588,354			484,277
Stockholders and office operating		61,488			59,398			227,316			253,510
Directors’ fees		76,375			66,550			226,125			196,950
Administrative fees		52,500			50,250			155,700			149,250
Insurance		10,612			8,250			31,198			31,386
Corporate development		2,050			2,037			7,243			6,538
Bad debt expense		—			—			—			38,462
Total expenses		769,396			596,203			2,058,703			523,109
Net investment income before income taxes:		542,372			983,420			1,887,333			4,666,715
Income tax benefit		(126,569	)		(9,159	)		(36,296	)		(22,213	)
Net investment income		668,941			992,579			1,923,629			4,688,928
Net realized (loss) gain on sales and dispositions of investments:
Affiliate investments		(2,020,884	)		(2,850,015	)		13,635			(1,924,658	)
Non-Control/Non-Affiliate investments		—			(77,314	)		—			(77,339	)
Net realized (loss) gain on sales and dispositions of investments		(2,020,884	)		(2,927,329	)		13,635			(2,001,997	)
Net change in unrealized appreciation/depreciation on investments:
Control investments		(400,000	)		—			(400,000	)		(875,000	)
Affiliate investments		2,520,884			(481,647	)		(1,406,783	)		(11,027,301	)
Non-Control/Non-Affiliate investments		301,940			189,944			1,851,940			—
Change in unrealized appreciation/depreciation before income taxes		2,422,824			(291,703	)		45,157			(11,902,301	)
Deferred income tax expense (benefit)		126,483			4,741			39,214			(89,469	)
Net change in unrealized appreciation/depreciation on investments		2,296,341			(296,444	)		5,943			(11,812,832	)
Net realized and unrealized gain (loss) on investments		275,457			(3,223,773	)		19,578			(13,814,829	)
Net increase (decrease) in net assets from operations	$	944,398		$	(2,231,194	)	$	1,943,207		$	(9,125,901	)
Weighted average shares outstanding		2,969,814			2,969,814			2,969,814			2,936,938
Basic and diluted net increase (decrease) in net assets from operations per share	$	0.32		$	(0.75	)	$	0.65		$	(3.11	)

	Three months ended Sept 30, 2026		Three months ended Sept 30, 2025		Nine months ended Sept 30, 2026		Nine months ended Sept 30, 2025

Total expenses	$	769,396	$	596,203	$	2,058,703	$	523,109
Exclude (credits) for capital gains incentive fees		-		-		-		(1,565,000	)
Adjusted total expenses	$	769,396	$	596,203	$	2,058,703	$	2,088,109