8-K

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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): May 5, 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> <br>of<br> Incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> 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. ☐

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Item 2.02.	Results of Operations and Financial Condition.

On May 5, 2025, Rand Capital Corporation (the “Company”) issued a press release announcing its results for the first quarter ended March 31, 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.

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Item 7.01.	Regulation FD Disclosure.

The Company has updated its earnings conference call slide presentation for the first quarter ended March 31, 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.

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Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit<br><br> <br>Number	Description of Exhibit
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99.1	Press Release, dated May 5, 2025.
104	Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL 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 hereunto duly authorized.

	RAND CAPITAL CORPORATION
Date:<br> May 5, 2025
	By:	/s/ Margaret Brechtel
	Name:	Margaret<br> Brechtel
	Title:	Chief<br> Financial Officer

Exhibit99.1

NEWS<br><br> <br>RELEASE

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

FOR IMMEDIATE RELEASE

Rand Capital Reports Increase in Net Investment Income

for First Quarter 2025

●	Total investment income was $2.0 million, a 3% decrease from the prior-year period, primarily due to the repayment of three debt instruments, partially offset by higher fee income
●	Total expenses declined 36% year-over-year, reflecting lower interest expense from reduced debt levels and a capital gains incentive fee adjustment
●	Net investment income grew 45% to $1.2 million, or $0.42 per share
●	Net asset value per share (“NAV”) was $21.99 compared with $25.31 at year-end 2024; reflecting the issuance of additional shares as part of the 2024 fourth quarter dividend
●	Repaid revolver debt during the quarter; ended the first quarter of 2025 with over $22 million in available credit capacity and $4.9 million in cash
●	Realized gain of $925,000 during the quarter from portfolio redemptions
●	Declared quarterly dividend of $0.29 per share for second quarter 2025

BUFFALO,NY, May 5, 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 first quarter ended March 31, 2025.

“Our first quarter results reflect the strength of our operating model, disciplined expense management, including reduced interest expense due to lower debt, and a solid foundation for continued execution,” said Daniel P. Penberthy, President and Chief Executive Officer of Rand. “We delivered a 45% increase in net investment income over the prior year-period, despite a modest decline in total investment income due to the early repayment of three debt instruments. At the same time, we continued to closely monitor the ongoing macroeconomic and operational challenges that some of our portfolio companies are navigating. While we are well positioned to execute our strategy, we are also seeing a slowdown in new investment opportunities, influenced by broader economic and political uncertainties. We remain optimistic that these conditions will improve in the coming quarters. In the meantime, our strong balance sheet, with nearly $5 million in cash and over $22 million in available credit capacity, ensures we are prepared to capitalize when the environment becomes more favorable. We believe these conditions may ultimately lead to stronger longer-term outcomes.”

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

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●	Total<br> investment income of $2.0 million decreased $59,000, or 3%, which reflected lower dividend<br> income combined with an 8% reduction of interest income from portfolio companies given the<br> repayment of three debt instruments during the first quarter. Partially offsetting was an<br> increase in non-recurring fee income, which represented 15% of total investment income in<br> the first quarter of 2025 compared with 5% in the prior-year period.
●	Total<br> expenses decreased 36% to $791,000 compared with $1.2 million in the same period last year.<br> The decline was primarily driven by a $354,000 reduction in interest expense due to lower<br> outstanding debt levels. In addition, management fees contributed to the year-over-year improvement,<br> including a $75,000 capital gains incentive fee credit in the recent period versus a $112,000<br> expense in the first quarter of 2024, and a $50,000 reduction in base management fees following<br> portfolio company principal repayments. These benefits were partially offset by the accrual<br> of a $120,000 income-based incentive fee in the first quarter of 2025, reflecting improved<br> operating performance and fund profitability, while no such fee was incurred in the prior-year<br> period.
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RandCapital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page2 of 7

●	Adjusted<br> expenses, which exclude capital gains incentive fees, and is a non-GAAP financial measure,<br> were $866,000 compared with $1.1 million in the first quarter of 2024. See the attached description of this non-GAAP financial measure and reconciliation table for adjusted expenses.
●	Net<br> investment income increased 45% to $1.2 million, or $0.42 per share, compared with $840,000,<br> or $0.33 per share, in the first quarter of 2024. Adjusted net investment income per share,<br> a non-GAAP financial measure, which excludes the capital gains incentive fee accrual expense,<br> was $0.40 per share, up 8% from $0.37 per share in last year’s first quarter. The first<br> quarter of 2025 per share amounts were computed using 2,869,339 weighted average shares outstanding,<br> reflecting a higher number of shares outstanding following the fourth quarter 2024 dividend<br> that was paid in part using shares of common stock, as compared with 2,581,021 weighted average<br> shares outstanding for the first quarter of 2024. See the attached description of this non-GAAP financial measure and reconciliation table for adjusted net investment income per share.
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Portfolioand Investment Activity

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As of March 31, 2025, Rand’s portfolio included investments with a fair value of $62.2 million across 19 portfolio businesses. This was a decrease of $8.7 million, or 12%, from December 31, 2024, primarily due to loan repayments. The portfolio was comprised of approximately 72% debt investments and 28% equity investments at March 31, 2025. The annualized weighted average yield of debt investments, which includes PIK interest, was 12.2% at March 31, 2025, compared with 13.8% at the end of 2024.

FirstQuarter 2025:

●	Funded<br> a follow-on debt investment of $375,000 in ITA Acquisition, LLC. Rand’s total debt<br> and equity investment in ITA had a fair value of $2.0 million at quarter-end.
●	Exited<br> investment in Mattison Avenue Holdings LLC, receiving full repayment of a $5.6 million debt<br> instrument.
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●	Exited<br> investment in Pressure Pro, Inc., receiving full repayment of a $1.7 million debt instrument.<br> As part of the exit, Rand sold its warrants, generating a realized gain of $870,000.
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●	Exited<br> investment in HDI Acquisition LLC, receiving full repayment of a $1.1 million debt instrument.
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Liquidityand Capital Resources

Rand ended the quarter with $4.9 million in cash, up from $835,000 at year-end 2024. The Company fully repaid its outstanding borrowings of $600,000 on its senior secured revolving credit facility, resulting in no debt outstanding thereunder as of March 31, 2025.

The Company did not repurchase any outstanding common stock during the first quarter of 2025. Rand’s Board of Directors renewed the share repurchase program authorizing the purchase of up to $1.5 million in additional Rand common stock. The shares may be repurchased from time to time in the open market and in accordance with applicable regulations of the Securities and Exchange Commission. The stock repurchase program does not obligate the Company to purchase any shares, and the timing and exact amount of any repurchases will depend on various factors, including the performance of the Company’s stock price, general market and other conditions, applicable legal requirements and other factors. The renewed stock repurchase program expires on April 23, 2026, and may be suspended, terminated or amended by the Board at any time prior to the expiration date.

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Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page3 of 7

Dividends

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On March 3, 2025, Rand declared its regular quarterly cash dividend of $0.29 per share, which was paid during the first quarter to shareholders of record as of March 14, 2025. While the regular per share dividend was unchanged, the total dollar amount of the distribution increased due to the approximately 389,000 shares issued in January 2025 as part of the fourth quarter 2024 dividend.

On April 30, 2025, Rand declared its regular quarterly cash dividend of $0.29 per share, payable on or about June 13, 2025, to shareholders of record as of May 30, 2025.

Webcastand Conference Call

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Rand will host a conference call and webcast on Monday, May 5, 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.

A telephonic replay will be available from 5:30 p.m. ET on the day of the call through Monday, May 19, 2025. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13752618. A transcript of the call will also be posted once available.

ABOUTRAND CAPITAL

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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

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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; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-lookingstatements concern future circumstances and results and other statements that are not historical facts and are sometimes identified bythe words “may,” “will,” “should,” “potential,” “intend,” “expect,”“endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”“believe,” “could,” “project,” “predict,” “continue,” “target”or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptionsprove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Theinclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others,(1) evolving legal, regulatory and tax regimes; (2) changes in general economic and/or industry specific conditions; and (3) other riskfactors as detailed from time to time in Rand’s reports filed with the Securities and Exchange Commission (“SEC”),including Rand’s annual report on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and other documentsfiled with the SEC. Consequently, such forward-looking statements should be regarded as Rand’s current plans, estimates and beliefs.Except as required by applicable law, Rand assumes no obligation to update the forward-looking information contained in this release.

Contacts:

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

FINANCIAL TABLES FOLLOW

Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page4 of 7

RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Financial Position

			December 31,<br><br> 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 44,450,751 and 42,488,804, respectively)	52,490,162			51,668,144
Non-Control/Non-Affiliate<br> investments (cost of 9,743,250 and 19,442,491, respectively)	7,667,201			16,649,897
Total investments, at fair<br> value (cost of 60,757,941 and 68,120,235, respectively)	62,157,363			70,818,041
Cash	4,933,269			834,805
Interest receivable (net<br> of allowance of 25,337 and 0, respectively)	223,273			357,530
Prepaid income taxes	339,237			329,365
Deferred tax asset, net	4,886			2,161
Other assets	163,402			115,531
Total<br> assets	67,821,430		$	72,457,433
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (NET ASSETS)
Liabilities:
Due to investment adviser	545,838		$	2,182,846
Accounts payable and accrued<br> expenses	45,676			92,568
Line of credit	—			600,000
Capital gains incentive<br> fees	1,490,000			1,565,000
Deferred revenue	428,663			516,441
Dividend payable	—			2,168,058
Total liabilities	2,510,177			7,124,913
Stockholders’<br> equity (net assets):
Common stock, 0.10 par;<br> shares authorized 100,000,000; shares issued: 3,037,709 at 3/31/25 and 2,648,916 at 12/31/24; shares outstanding: 2,969,814 at 3/31/25<br> 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 3/31/25 and 388,793 shares at 12/31/24	—			8,672,231
Treasury stock, at cost:<br> 67,895 shares at 3/31/25 and 12/31/24	(1,566,605	)		(1,566,605	)
Total<br> distributable earnings	2,522,583			2,542,382
Total<br> stockholders’ equity (net assets) (per share – 3/31/25: 21.99; 12/31/24: 25.31)	65,311,253			65,332,520
Total<br> liabilities and stockholders’ equity (net assets)	67,821,430		$	72,457,433

All values are in US Dollars.

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Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page5 of 7

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RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Operations

(Unaudited)

	Three<br> months <br><br>ended<br> March 31, 2025			Three<br> months<br><br> ended<br> March 31, 2024
Investment income:
Interest from portfolio<br> companies:
Control investments	$	—		$	187,483
Affiliate investments		1,282,859			1,166,085
Non-Control/Non-Affiliate<br> investments		394,307			460,080
Total interest from portfolio<br> companies		1,677,166			1,813,648
Interest from other investments:
Non-Control/Non-Affiliate<br> investments		10,383			1,914
Total interest from other<br> investments		10,383			1,914
Dividend and other investment<br> income:
Affiliate investments		13,125			13,125
Non-Control/Non-Affiliate<br> investments		—			138,710
Total dividend and other<br> investment income		13,125			151,835
Fee income:
Control investments		4,516			4,516
Affiliate investments		131,755			73,720
Non-Control/Non-Affiliate<br> investments		170,959			21,586
Total fee income		307,230			99,822
Total<br> investment income		2,007,904			2,067,219
Expenses:
Base management fee		252,208			302,595
Income based incentive<br> fees		119,673			—
Capital gains incentive<br> fees		(75,000	)		112,300
Interest expense		36,486			390,020
Professional fees		208,842			232,307
Stockholders and office<br> operating		90,763			69,028
Directors’ fees		63,850			63,850
Administrative fees		48,750			38,167
Insurance		13,162			13,044
Corporate development		6,994			5,545
Bad debt expense		25,337			—
Total expenses		791,065			1,226,856
Net investment income before<br> income taxes:		1,216,839			840,363
Income tax (benefit) expense		(1,276	)		778
Net investment income		1,218,115			839,585
Net realized gain on sales<br> and dispositions of investments:
Affiliate investments		925,357			—
Non-Control/Non-Affiliate<br> investments		(25	)		3,450,092
Net realized gain on sales<br> and dispositions of investments		925,332			3,450,092
Net change in unrealized<br> appreciation/depreciation on investments:
Control investments		(875,000	)		—
Affiliate investments		(423,384	)		(100,000	)
Non-Control/Non-Affiliate<br> investments		—			(2,790,296	)
Change in unrealized appreciation/depreciation<br> before income taxes		(1,298,384	)		(2,890,296	)
Deferred<br> income tax expense		3,616			—
Net<br> change in unrealized appreciation/depreciation on investments		(1,302,000	)		(2,890,296	)
Net<br> realized and unrealized (loss) gain on investments		(376,668	)		559,796
Net<br> increase in net assets from operations	$	841,447		$	1,399,381
Weighted average shares outstanding		2,869,339			2,581,021
Basic and diluted net increase<br> in net assets from operations per share	$	0.29		$	0.54

Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page6 of 7

RandCapital Corporation and Subsidiaries

ConsolidatedStatements of Changes in Net Assets

(Unaudited)

	Three<br> months <br><br> ended<br> March 31, 2025			Three<br> months <br><br> ended<br> March 31, 2024
Net assets at<br> beginning of period	$	65,332,520		$	60,815,213
Net investment income		1,218,115			839,585
Net realized gain on sales and dispositions<br> of investments		925,332			3,450,092
Net change in unrealized<br> appreciation/depreciation on investments		(1,302,000	)		(2,890,296	)
Net increase in net assets<br> from operations		841,447			1,399,381
Declaration of dividend		(862,714	)		(645,255	)
Net<br> assets at end of period	$	65,311,253		$	61,569,339

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Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

May5, 2025

Page7 of 7

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RandCapital Corporation and Subsidiaries

Reconciliationof GAAP Total Expense to Non-GAAP Adjusted Expenses

(Unaudited)

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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.

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	Three months ended<br> <br>March 31, 2025			Three months ended<br> <br>March 31, 2024
Total expenses	$	791,065		$	1,226,856
Exclude (credits)/expenses<br> for capital gains incentive fees		(75,000	)		112,300
Adjusted total expenses	$	866,065		$	1,114,556

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Reconciliationof GAAP Net Investment Income per Share to

AdjustedNet Investment Income per Share

(Unaudited)

In addition to reporting Net Investment Income 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 first quarter 2025 per share amounts were computed using 2,869,339 weighted average shares outstanding, reflecting a higher number of shares outstanding following the fourth quarter 2024 dividend that was paid in part using shares of common stock, as compared with 2,581,021 weighted average shares outstanding for the first quarter of 2024.

	Three months ended<br> <br>March 31, 2025			Three months ended<br> <br>March 31, 2024
Net investment income per share	$	0.42		$	0.33
Exclude (credits)/expenses<br> for capital gains incentive fees per share		(0.02	)		0.04
Adjusted net investment<br> income per share	$	0.40		$	0.37

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