# Runway Growth Finance Corp.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Runway Growth Finance Corp.](/companies/rway.md) (CIK 1653384)
- Form: 10-Q
- Filed: 2025-08-07
- Accepted by EDGAR: Aug 7, 2025, 16:02 ET
- Period: 2025-06-30
- Accession: 0000950170-25-104963
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1653384/000095017025104963/rway-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1653384/000095017025104963/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $11.8m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $22.1m | us-gaap:InterestExpense |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $16.8m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $18.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.45 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.50 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.45 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.50 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 37,103,061 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 37,224,569 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $73.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $26.5m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $8.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $6.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $1.04bn | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $542.4m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $515.9m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | $498.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 50,175 characters.

### Forward-Looking Statements

This quarterly report on Form 10‑Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

- changes in political, economic or industry conditions, trade policies, restrictions and tariffs, the interest rate environment or conditions affecting the financial and capital markets;
- an economic downturn or recession, as well as the impairment or failure of financial institutions on both a domestic and global scale, could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
- such an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
- a contraction of available credit and/or an inability to access the equity markets that could impair our lending and investment activities;
- interest rate volatility that could adversely affect our results, particularly to the extent that we use leverage as part of our investment strategy;
- the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;
- our business prospects and the prospects of our portfolio companies;
- our contractual arrangements and relationships with third parties;
- the ability of our portfolio companies to achieve their objectives;
- competition with other entities and our affiliates for investment opportunities;
- the speculative and illiquid nature of our investments;
- the use of borrowed money to finance a portion of our investments;
- the adequacy of our financing sources and working capital;
- the loss of key personnel and members of our management team;
- the timing of cash flows, if any, from the operations of our portfolio companies;
- the ability of our external investment adviser, Runway Growth Capital LLC, to locate suitable investments for us and to monitor and administer our investments;
- the ability of Runway Growth Capital LLC to attract and retain highly talented professionals;
- our ability to qualify and maintain our qualification as a RIC under Subchapter M of the Code, and as a BDC;
- the occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster-recovery systems, or consequential employee error;
- the effect of legal, tax, and regulatory changes; and
- the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 and March 27, 2025, respectively, and in this quarterly report on Form 10-Q.

Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.

We have based the forward-looking statements included in this quarterly report on Form 10‑Q on information available to us on the date of this quarterly report on Form 10‑Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10‑Q.

### Overview

Runway Growth Finance Corp. ("we," "us," "our," or the "Company"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"). We have also elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). While we currently qualify and intend to qualify annually to be treated as a RIC, no assurance can be provided that we will be able to maintain our tax treatment as a RIC. If we fail to qualify for tax treatment as a RIC for any taxable year, we will be subject to U.S. federal income tax at corporate rates on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We will remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of our IPO, which closed on October 25, 2021 or until the earliest of (i) the last day of the first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) December 31 of the fiscal year in which we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (which would occur if the market value of our common stock held by non-affiliates exceeds $700.0 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.

We are externally managed by Runway Growth Capital LLC ("RGC"), an investment adviser that has registered with the SEC under the Investment Advisers Act of 1940, as amended. Runway Administrator Services LLC (the "Administrator"), a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.

We, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates, including BC Partners Advisors L.P. (collectively our "Affiliates"), rely on an order (the "Order") granted by the SEC that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC and/or its Affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its Affiliates provides additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies.

### Portfolio Composition and Investment Activity

#### Portfolio Composition

At June 30, 2025, we had investments in 54 companies, representing 24 companies in which we held debt and warrant investments, 2 companies in which we held debt investments and shares of common stock/units, preferred stock/units, or a combination with warrants, 5 companies in which we held a debt investment only, 14 companies in which we held warrant investments only, and 9 companies in which we held shares of common stock/units, preferred stock/units, equity interests, convertible notes, or a combination thereof with warrants. At December 31, 2024, we had investments in 57 companies, representing 23 companies in which we held debt and warrant investments, 5 companies in which we held debt investments and shares of common stock/units, preferred stock/units, or a combination with warrants, 4 companies in which we held a debt investment only, 17 companies in which we held warrant investments only, and 8 companies in which we held shares of common stock/units, preferred stock/units, equity interests, or a combination thereof with warrants.

The following table shows the fair value of our investments, by asset class, as of June 30, 2025 and December 31, 2024 (in thousands):

| As of June 30, 2025 Portfolio Investments | Cost | Fair Value | % of Total Portfolio |
| --- | ---: | ---: | ---: |
| Senior Secured Loans | $955,354 | $941,705 | 91.88% |
| Second Lien Loans | 20,902 | 20,778 | 2.03 |
| Convertible Notes | 1,000 | 1,000 | 0.10 |
| Preferred Stock/Units | 51,920 | 39,549 | 3.86 |
| Common Stock/Units | 6,534 | 420 | 0.04 |
| Equity Interest | 6,550 | 6,999 | 0.68 |
| Warrants | 23,804 | 14,500 | 1.41 |
| **Total Portfolio Investments** | $1,066,064 | $1,024,951 | 100.00% |
| **As of December 31, 2024** |  |  |  |
| Portfolio Investments |  |  |  |
| Senior Secured Loans | $966,155 | $950,092 | 88.24% |
| Second Lien Loans | 20,445 | 20,152 | 1.87 |
| Preferred Stock/Units | 77,247 | 82,641 | 7.67 |
| Common Stock/Units | 9,141 | 2,833 | 0.26 |
| Equity Interest | 6,550 | 6,940 | 0.64 |
| Warrants | 24,345 | 14,182 | 1.32 |
| **Total Portfolio Investments** | $1,103,883 | $1,076,840 | 100.00% |

For the three and six months ended June 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4% and 15.1%, respectively. For the three and six months ended June 30, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 15.1% and 15.9%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of June 30, 2025, our debt investments had a dollar-weighted average term of 56 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of June 30, 2025, substantially all of our debt investments had a committed principal amount of between $6.0 million and $75.0 million and pay cash interest at annual interest rates of between 6.3% and 14.1%.

The following table shows our dollar-weighted annualized yield by investment type for the three and six months ended June 30, 2025 and 2024:

| Investment type: | Fair Value(1) Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 | Cost(2) Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Debt investments | 15.40% | 15.05% | 15.13% | 15.91% | 15.08% | 14.75% | 14.84% | 15.64% |
| Equity interest | 1.31% | —% | 1.60% | 0.11% | 0.89% | —% | 1.17% | 0.07% |
| All investments | 14.54% | 14.30% | 14.26% | 15.15% | 13.87% | 13.64% | 13.68% | 14.51% |

(1) We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the fair value of the investment type outstanding during the period, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

(2) We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the investment type outstanding during the period, at amortized cost, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

#### Investment Activity

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as repayments and sales of existing investments. During the six months ended June 30, 2025, we funded $34.4 million in two new portfolio companies and $19.6 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $100.0 million in sales and prepayments from four portfolio companies and $7.9 million in scheduled principal repayments from three portfolio company. Of the sales and prepayments, $38.1 million in proceeds was from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units. During the six months ended June 30, 2024, we funded $94.4 million in three new portfolio companies, $0.7 million in one joint venture, and $5.0 million in one existing portfolio company, net of upfront loan origination fees and refinances. We also received $59.8 million in loan prepayments from three portfolio companies and $1.7 million in scheduled principal payments from one portfolio company. There were no proceeds from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units during the six months ended June 30, 2024.

### Portfolio Reconciliation

The following is a reconciliation of our investment portfolio for the six months ended June 30, 2025 and 2024 (in thousands):

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Beginning investment portfolio | $1,076,840 | $1,067,009 |
| Purchases of investments | 54,039 | 100,025 |
| PIK interest | 7,353 | 6,863 |
| Sales and prepayments of investments | (99,978) | (59,761) |
| Scheduled repayments of investments | (7,895) | (1,746) |
| Sales and maturities of U.S. Treasury Bills | - | (42,029) |
| Amortization of fixed income premiums or accretion of discounts | 4,106 | 5,880 |
| Net realized gain (loss) on investments | 4,556 | - |
| Net change in unrealized gain (loss) on investments | (14,070) | (12,917) |
| Ending investment portfolio | $1,024,951 | $1,063,324 |

58

### Asset Quality

In addition to various risk management and monitoring tools, RGC uses an investment rating system to characterize and monitor the quality of our debt investment portfolio. Equity securities and Treasury Bills are not graded. This debt investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:

| Investment Rating | Rating Definition |
| ---: | --- |
| 1 | Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed. |
| 2 | Performing at or reasonably close to plan. Acceptable business prospects, enterprise value, and financial coverage. Maintaining key covenant and payment compliance as agreed. Generally, all new loans are initially graded Category 2. |
| 3 | Performing below plan of record. Potential elements of concern over performance, trends and business outlook. Loan-to-value remains adequate. Potential key covenant non-compliance. Full payment compliance. |
| 4 | Performing materially below plan. Non-compliant with material financial covenants. Payment default/deferral could result without corrective action. Requires close monitoring. Business prospects, enterprise value and collateral coverage declining. These investments may be in workout, and there is a possibility of loss of return but no loss of principal is expected. |
| 5 | Going concern nature in question. Substantial decline in enterprise value and all coverages. Covenant and payment default imminent if not currently present. Investments are nearly always in workout. May experience partial and/or full loss. |

The following table shows the investment ratings of our debt investments at fair value as of June 30, 2025 and December 31, 2024 (in thousands):

| Investment Rating | June 30, 2025 Fair Value | % of Total Portfolio | Number of Portfolio Companies | December 31, 2024 Fair Value | % of Total Portfolio | Number of Portfolio Companies |
| ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 1 | $22,332 | 2.18% | 1 | $27,217 | 2.53% | 1 |
| 2 | 676,831 | 66.05 | 20 | 671,839 | 62.39 | 20 |
| 3 | 223,783 | 21.83 | 8 | 231,488 | 21.50 | 8 |
| 4 | 37,138 | 3.62 | 1 | 34,120 | 3.17 | 1 |
| 5 | 2,399 | 0.23 | 1 | 5,580 | 0.52 | 2 |
|  | $962,483 | 93.91% | 31 | $970,244 | 90.11% | 32 |

### Non-Accrual Status

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible.

The following table summarizes the cost, fair value, and types of income not recorded in "Interest income" on the Consolidated Statements of Operations related to senior secured term loans on non-accrual status as of June 30, 2025 and December 31, 2024 (in thousands):

| As of June 30, 2025 Investment | Date of Non-Accrual | Forgone Interest Income | Forgone Accretion of OID and ETP | Total Forgone Income | Cost Basis | Fair Value | Fair Value as a % of Total Portfolio |
| --- | --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Mingle Healthcare Solutions, Inc. | 1/1/2024 | $1,013 | $- | $1,013 | $4,757 | $2,399 | 0.23% |
| **Total** |  | $1,013 | $- | $1,013 | $4,757 | $2,399 | 0.23% |
| **As of December 31, 2024** |  |  |  |  |  |  |  |
| Investment |  |  |  |  |  |  |  |
| JobGet Holdings, Inc. (fka Snagajob.com, Inc.) | 3/31/2024 | $4,243 | $283 | $4,526 | $3,774 | $3,431 | 0.32% |
| Mingle Healthcare Solutions, Inc. | 1/1/2024 | 687 | - | 687 | 4,952 | 2,148 | 0.20 |
| **Total** |  | $4,930 | $283 | $5,213 | $8,726 | $5,579 | 0.52% |

59

### Results of Operations

An important measure of our financial performance is "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations, which includes "Net investment income," "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments." "Net investment income" is the difference between our income from interest, dividends, fees and other income and our operating expenses, including interest on borrowed funds. "Net realized gain (loss) on investments" is the difference between the proceeds received from dispositions of portfolio investments and U.S. Treasury Bills and their amortized cost. "Net change in unrealized gain (loss) on investments" is the net change in the fair value of our investment portfolio.

### Comparison of the Three and Six Months Ended June 30, 2025 and 2024

The following table compares the results of our operations for the three and six months ended June 30, 2025 and 2024 (in thousands):

| Investment income | Three Months Ended June 30, 2025 Total | Per Share(1) | 2024 Total | Per Share(1) | Six Months Ended June 30, 2025 Total | Per Share(1) | 2024 Total | Per Share(1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest, fee and dividend income | $34,979 | $0.94 | $34,052 | $0.87 | $70,188 | $1.89 | $73,933 | $1.86 |
| Other income | 168 | 0.01 | 141 | - | 357 | 0.01 | 269 | 0.01 |
| **Total investment income** | 35,147 | 0.95 | 34,193 | 0.87 | 70,545 | 1.90 | 74,202 | 1.87 |
| **Operating expenses** |  |  |  |  |  |  |  |  |
| Management fees | 3,944 | 0.11 | 3,946 | 0.10 | 7,953 | 0.21 | 7,898 | 0.20 |
| Incentive fees | 3,523 | 0.09 | 3,649 | 0.09 | 7,452 | 0.20 | 8,317 | 0.20 |
| Interest and other debt financing expenses | 11,764 | 0.32 | 10,867 | 0.28 | 22,051 | 0.59 | 21,727 | 0.55 |
| Professional fees | 677 | 0.02 | 253 | 0.01 | 1,131 | 0.03 | 915 | 0.02 |
| Administration agreement expenses | 663 | 0.02 | 472 | 0.01 | 1,288 | 0.04 | 1,036 | 0.03 |
| Insurance expense | 161 | - | 209 | 0.01 | 316 | 0.01 | 417 | 0.01 |
| Tax expense | 140 | - | - | - | 250 | 0.01 | 2 | - |
| Other expenses | 327 | 0.01 | 206 | - | 557 | 0.02 | 635 | 0.02 |
| **Total operating expenses** | 21,199 | 0.57 | 19,602 | 0.50 | 40,998 | 1.11 | 40,947 | 1.03 |
| **Net investment income** | 13,948 | 0.38 | 14,591 | 0.37 | 29,547 | 0.79 | 33,255 | 0.84 |
| **Realized gain (loss)** | (1,512) | (0.04) | - | - | 4,545 | 0.12 | - | - |
| **Net change in unrealized gain (loss)** | 4,361 | 0.11 | (6,300) | (0.16) | (15,429) | (0.41) | (12,917) | (0.33) |
| **Net increase (decrease) in net assets resulting from operations** | $16,797 | $0.45 | $8,291 | $0.21 | $18,663 | $0.50 | $20,338 | $0.51 |

(1) The basic per share figures noted above are based on weighted averages of 37,103,061 and 39,180,767 shares outstanding for the three months ended June 30, 2025 and 2024, respectively, and 37,224,569 and 39,786,511 shares outstanding for the six months ended June 30, 2025 and 2024, respectively.

#### Investment Income

Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gain on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. We generally receive warrants and/or other equity from our investments. We expect our global loan originations will generally range from between $30-$150 million, with our allocation being in the range of $20-$45 million.

We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable monthly, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest will become due at the maturity date. Any original issue discount ("OID") or market discount or premium will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment fees on debt investments as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Investment income for the three months ended June 30, 2025 and 2024 was $35.1 million and $34.2 million, respectively, and includes non-recurring income of $1.3 million and $0.4 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The increase in investment income for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily due to an increase in PIK income and dividend income, offset by a slight decrease in cash interest income due to falling interest rates.

Investment income for the six months ended June 30, 2025 and 2024 was $70.5 million and $74.2 million, respectively, and includes non-recurring income of $3.2 million and $4.2 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The decrease in investment income for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to a decrease in interest income due to falling interest rates.

#### Operating Expenses

Our primary operating expenses include the payment of fees to RGC under the Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement, professional fees, and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including those relating to:

- our pro-rata portion of fees and expenses related to an initial public offering in connection with a Spin-Off transaction, meaning either a transaction whereby (a) we offer our stockholders the option to elect to either (i) retain their ownership of shares of our common stock, or (ii) exchange their shares of our common stock for shares of common stock in a newly formed entity that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code; or (b) we complete a listing of our securities on any securities exchange;
- fees and expenses related to public and private offerings, sales and repurchases of our securities;
- calculating our net asset value (including the cost and expenses of any independent valuation firm);
- fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
- interest payable on debt incurred to finance our investments;
- sales and purchases of our common stock and other securities;
- management fees and incentive fees;
- administration fees payable under the Administration Agreement;
- transfer agent and custodial fees;
- federal and state registration fees;
- all costs of registration and listing our securities on any securities exchange;
- U.S. federal, state and local taxes;
- independent directors’ fees and expenses;
- costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators;
- costs of any reports, proxy statements or other notices to stockholders, including printing costs;
- our allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;
- direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and
- all other expenses incurred by us, our Administrator or RGC in connection with administering our business, including payments under the Administration Agreement based on our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Operating expenses for the three months ended June 30, 2025 and 2024 were $21.2 million and $19.6 million, respectively. Operating expenses increased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in interest and other debt financing expenses, excise tax expenses, and professional fees. Operating expenses per share for the three months ended June 30, 2025 and 2024 were $0.57 and $0.50, respectively.

Operating expenses remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $41.0 million and $40.9 million, respectively. Operating expenses per share for the six months ended June 30, 2025 and 2024 were $1.11 and $1.03, respectively.

Management fees remained relatively unchanged for the three months ended June 30, 2025 and 2024 at $3.9 million and $3.9 million, respectively. Management fees per share for the three months ended June 30, 2025 and 2024 were $0.11 and $0.10 per share, respectively.

Management fees remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $8.0 million and $7.9 million, respectively. Management fees per share for the six months ended June 30, 2025 and 2024 were $0.21 and $0.20 per share, respectively.

Incentive fees for the three months ended June 30, 2025 and 2024 were $3.5 million and $3.6 million, respectively. Incentive fees remained relatively unchanged for the three months ended June 30, 2025 from the three months ended June 30, 2024. For the three months ended June 30, 2025, $2.3 million of the incentive fees were payable in cash and $1.2 million were deferred and accrued. For the three months ended June 30, 2025, $2.9 million of the incentive fees were payable in cash and $0.7 million were deferred and accrued. Incentive fees per share for the three months ended June 30, 2025 and 2024 were $0.09 and $0.09, respectively.

Incentive fees for the six months ended June 30, 2025 and 2024 were $7.5 million and $8.3 million, respectively. Incentive fees decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 due to a decrease in net investment income. For the six months ended June 30, 2025, $5.4 million of the incentive fees were payable in cash and $2.1 million were deferred and accrued. For the six months ended June 30, 2024, $6.5 million of the incentive fees were payable in cash and $1.8 million were deferred and accrued. Incentive fees per share for the six months ended June 30, 2025 and 2024 were $0.20 and $0.20, respectively.

#### Net Investment Income

Net investment income for the three months ended June 30, 2025 and 2024 was $13.9 million and $14.6 million, respectively. Net investment income decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in total operating expenses, offset by an increase in investment income. Net investment income per share for the three months ended June 30, 2025 and 2024 was $0.38 and $0.37, respectively.

Net investment income for the six months ended June 30, 2025 and 2024 was $29.5 million and $33.3 million, respectively. Net investment income decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 primarily due to a decrease in investment income. Net investment income per share for the six months ended June 30, 2025 and 2024 was $0.79 and $0.84, respectively.

#### Net Realized Gain (Loss) on Investments

The net realized loss on investments of $1.5 million for the three months ended June 30, 2025 was attributable to a realized loss on our senior secured term loan investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) upon conversion to equity. There were no net realized gains or losses on investments for the three months ended June 30, 2024.

The net realized loss on investments of $4.5 million for the six months ended June 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation and JobGet Holdings, Inc. (fka Snagajob.com, Inc.). There were no net realized gains or losses on investments for the six months ended June 30, 2024.

#### Net Change in Unrealized Gain (Loss) on Investments

Net change in unrealized gain on investments of $4.4 million for the three months ended June 30, 2025 was primarily due to an increase in fair value of our investments in Blueshift Labs, Inc, Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The increase in fair value was partially offset by a decrease in the fair value of our investments in 3PL Central LLC and Marley Spoon SE. Net change in unrealized loss on investments of $6.3 million for the three months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note investment in Snagajob.com, Inc., our senior secured loans to Snagajob.com, Inc., Vesta Payment Solutions, Inc., and FiscalNote, Inc., offset by increases in our preferred stock investment in Carecloud, Inc., and our senior secured loan to Cloudpay, Inc.

Net change in unrealized loss on investments of $15.4 million for the six months ended June 30, 2025 was primarily due to a release of prior unrealized gain on our investment in Gynesonics, Inc. and a decrease in the fair value of our investments in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Marley Spoon SE, and zSpace, Inc. The decrease in fair value was partially offset by a release of prior unrealized loss on our investment in Quantum Corporation, accompanied by an increase in fair value of our investments in Blueshift Labs, Inc., Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The net change in unrealized loss on investments of $12.9 million for the six months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note and senior secured loan to Snagajob.com, Inc., our senior secured loans to FiscalNote, Inc., and Vesta Payment Solutions, Inc., and our common stock investment in Coginiti Corp.

#### Net Increase (Decrease) in Net Assets Resulting from Operations

We had a net increase in net assets resulting from operations of $16.8 million for the three months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $8.3 million for the three months ended June 30, 2024.

We had a net decrease in net assets resulting from operations of $18.7 million for the six months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $20.3 million for the six months ended June 30, 2024.

### Financial Condition, Liquidity, Capital Resources and Obligations

Our liquidity and capital resources are derived from net proceeds from the offering of our securities, debt borrowings and cash flows from operations, including investment sales and repayments, and income earned. We have used, and expect to continue to use, our debt and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We expect that we may also generate cash from any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. Financing arrangements may come in the form of borrowings from banks or issuances of senior securities, which may be secured or unsecured, through registered offerings or private placements. Our primary use of funds is to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.

During the three and six months ended June 30, 2025 and 2024, we primarily funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments, and (iii) borrowings under our Credit Facility.

During the six months ended June 30, 2025, our operating activities provided $73.3 million of cash and cash equivalents, compared to $30.0 million in cash and cash equivalents provided by operating activities during the six months ended June 30, 2024. The $43.3 million increase in cash and cash equivalents provided by operating activities was primarily due to a decrease in purchases of investments.

During the six months ended June 30, 2025, our financing activities used $73.1 million of cash and cash equivalents, compared to $24.1 million of cash and cash equivalents used in financing activities during the six months ended June 30, 2024. The $48.9 million increase in cash and cash equivalents used in financing activities was primarily due to decreased net borrowing activity of $72.0 million offset by an increase in share repurchases of $23.5 million.

As of June 30, 2025, our net assets totaled $498.9 million, with a net asset value per share of $13.66. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

#### Available Liquidity and Capital Resources

As of June 30, 2025, we had $297.0 million in available liquidity, including $6.0 million in cash and cash equivalents, and $291.0 million available under our Credit Facility, subject to borrowing base capacity. As of June 30, 2025, we had $259.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $264.3 million of unsecured debt outstanding under the 2026, 2027, and 2028 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional discussion of our debt obligations.

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150%. As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 195% and 192%, respectively.

As detailed above, our diverse and well-structured balance sheet is designed to provide a long-term focused and sustainable investment platform. Currently, we believe we have sufficient liquidity to support our near-term capital requirements.

#### Commitments and Obligations

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of June 30, 2025, we had $523.3 million in debt outstanding, $25.0 million of which was due within the next year, $239.3 million within 1 to 3 years, and $259.0 million beyond 3 years. As of June 30, 2025, we had $12.2 million of deferred incentive fees, $3.9 million of which was due within the next year, $5.8 million within 1 to 3 years, and $2.5 million beyond 3 years.

In addition to our on-balance sheet contractual obligations, in the normal course of business, we have future cash requirements related to our financial instruments with off-balance sheet risk. These consist of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies are not reflected on our balance sheet.

Our unfunded commitments may be significant from time to time. As of June 30, 2025, we had a total of $164.9 million in unfunded commitments which was comprised of $135.5 million to provide debt financing to our portfolio companies and $29.4 million in unfunded commitments to provide equity financing to Runway-Cadma I LLC. Unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments are subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. From time to time, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements. We maintain sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise. As of June 30, 2025, we had $35.7 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $29.4 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of June 30, 2025.

The fair value of our unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations embedded in the borrowing agreements.

#### Repurchase Program

On February 24, 2022, our Board of Directors approved a share repurchase program (the "First Repurchase Program") under which we were authorized to repurchase up to $25.0 million of our outstanding common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.

On November 2, 2023, our Board of Directors approved a share repurchase program (the "Second Repurchase Program"), under which we were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 1,961,938 shares in connection with the Second Repurchase Program for an aggregate purchase price of $23.5 million. The Second Repurchase Program expired on November 2, 2024.

On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which we were authorized to repurchase up to $15.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million, exhausting the full approved amount of repurchases under the program.

On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which we may repurchase up to $25.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. If not renewed, the Fourth Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock. From the inception of the Fourth Repurchase Program through June 30, 2025, we repurchased 815,408 shares for an aggregate purchase price of $8.1 million.

#### Distributions and Dividend Reinvestment Plan

To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.

During the three and six months ended June 30, 2025, we declared dividends in the amount of $13.1 million and $26.5 million, respectively, of which $12.8 million and $26.0 million, respectively, were distributed in cash with the remainder distributed in the form of 60,716 and 60,716 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan. For the three and six months ended June 30, 2024, we declared and paid dividends in the amount of $18.5 million and $37.6 million, respectively, of which $18.2 million and $37.0 million, respectively, were distributed in cash with the remainder distributed in the form of 24,066 and 44,597 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan.

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. Refer to "Note 9 – Net Assets" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of the distributions declared and paid since inception.

### Critical Accounting Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the period reports. Actual results could materially differ from those estimates. For a description of our critical accounting policies, including those related to the valuation of investments and our election to be treated, and intent to qualify annually, as a RIC refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q. We consider the most significant accounting policies to be those related to our Fair Value Measurements and Income Taxes.

### Recent Developments

We evaluated events subsequent to June 30, 2025 through August 7, 2025. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.

#### Distributions

On August 6, 2025, our Board of Directors declared a regular distribution of $0.33 per share and a supplemental distribution of $0.03 per share for our stockholders of record as of August 18, 2025, each payable on or before September 2, 2025.

#### Recent Portfolio Activity

From July 1, 2025 through August 7, 2025, we completed $20.0 million of additional debt commitments, of which $16.8 million was funded upon closing. In addition, we funded $0.3 million in unfunded commitments on existing investments. We also received $22.4 million in debt prepayments and $0.2 million in proceeds from the sale of equity positions.

## Market risk

As filed, 6,421 characters.

We are subject to financial market risk, including changes in the valuations of our investment portfolio. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in, conditions affecting the general economy, overall market changes, legislative reform, local, regional, national or global political, social or economic instability, and interest rate fluctuations. Uncertainty with respect to the economic effects of rising interest rates and inflation, as well as uncertainty with respect to trade policies, restrictions and tariffs, has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks. For additional information concerning the market risks we face and their potential impact on our business and our operating results, see Part II, Item 1A. Risk Factors.

### Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

### Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, and cash and cash equivalents. Changes in interest rates can also affect our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including SOFR and Prime rates. Increasing interest rates could have the effect of increasing our total investment income once interest rates increase above contractual interest rates floors to which our portfolio companies are subject. Conversely, we would expect the cost of our floating rate Credit Facility and unsecured notes to increase as well, offsetting the positive effect on our net interest income.

As of June 30, 2025, 96.7% of our performing debt portfolio investments bore interest at variable rates, of which 76.0% were based on SOFR and 24.0% were based on Prime. As a policy, any interest in excess of the cash cap, if applicable, as determined on an individual loan basis will accrue to principal and be treated as PIK interest. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase our investment income by a maximum of $17.3 million and decrease our investment income by a maximum of $10.9 million, due to certain floors, on an annual basis.

Our debt borrowings under the Credit Facility bear interest at a floating rate, all other outstanding debt borrowings bear interest at a fixed rate. Borrowings under the Credit Facility bear interest on a per annum basis equal to the SOFR plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on the Company's leverage ratio and number of eligible loans in the collateral pool. For additional information regarding the interest rate associated with each of our debt borrowings, refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Because we currently borrow, and plan to borrow in the future, to originate loans and securities, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, SWAP contracts and foreign currency forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. As of June 30, 2025, we did not have any hedging instruments.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved, and may be exacerbated by current economic conditions and any associated impact on foreign financial markets.

## Controls and procedures

As filed, 1,146 characters.

### Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

### Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,139 characters.

You should carefully consider the risks contained in this quarterly report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities.

There have been no material changes known to us during the period ended June 30, 2025 to the risk factors discussed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.

The risks and uncertainties described in our annual report on Form 10-K are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks listed in our annual report on Form 10-K actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, you may lose all or part of your investment.

Filed Aug 7, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-104963. Last ingested by Listed: Nov 2, 2026, 16:45 ET. No prices; not investment advice.