# Neostellar Capital Corp.: Form 10-Q for the period ended Jun 30, 2026

- Company: [Neostellar Capital Corp.](/companies/nslr.md) (CIK 1509470)
- Form: 10-Q
- Filed: 2026-08-06
- Accepted by EDGAR: Aug 6, 2026, 09:17 ET
- Period: 2026-06-30
- Accession: 0001493152-26-036285
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1509470/000149315226036285/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1509470/000149315226036285/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2026-04-01 to 2026-06-30 | −$22.1k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2026-01-01 to 2026-06-30 | $35.5k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | −$18.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | $136.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.72 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | $4.58 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.72 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | $5.33 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 25,983,140 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 30,168,169 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | −$29.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2026-01-01 to 2026-06-30 | $301.3k | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2026-06-30 | $12.9m | us-gaap:Cash |
| Total assets | at 2026-06-30 | $420.1m | us-gaap:Assets |
| Total liabilities | at 2026-06-30 | $64.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-06-30 | $355.9m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 61,651 characters.

### Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. 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 our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, without limitation, statements as to:

- our future operating results;
- our dependence upon our management team and key investment professionals;
- our business prospects and the prospects of our portfolio companies;
- our ability to manage our business and future growth;
- the impact of investments that we expect to make;
- risks related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S. companies;
- our contractual arrangements and relationships with third parties;
- our ability to make distributions;
- the dependence of our future success on the general economy and its impact on the industries in which we invest;
- risks related to the uncertainty of the value of our portfolio investments;
- the ability of our portfolio companies to achieve their objectives;
- change in political, economic or industry conditions;
- our expected financings and investments;
- the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the operation of our portfolio companies;
- the adequacy of our cash resources and working capital;
- risks related to market volatility, including general price and volume fluctuations in stock markets; and
- the timing of cash flows, if any, from the operations of our portfolio companies.

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:

- an economic downturn 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;
- an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;
- a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;
- increases in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing us to suffer losses in our portfolio;
- interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and
- the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

Although we believe that 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. Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital. 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 our quarterly reports on Form 10-Q and our annual report on Form 10-K in the “Risk Factors” sections. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. The following analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

### Overview

We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Effective July 15, 2026, we are externally managed by Neostellar Advisors LLC (the “Adviser”), which sources, evaluates and monitors our investments subject to the oversight of our Board of Directors, and we pay the Adviser a base management fee and an incentive fee and reimburse the Administrator for certain expenses.

Our investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related investments, and to a lesser extent, income from debt investments. We invest principally in the equity securities of what we believe to be rapidly growing venture capital-backed emerging companies. We acquire our investments through direct investments in prospective portfolio companies, secondary marketplaces for private companies, negotiations with selling stockholders, and through investments in special purpose vehicles (“SPVs”) and investment funds that invest directly in the equity or debt of a single private issuer. In addition, we may invest in private credit and in the founders equity, founders warrants, venture capital investment funds, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”). We may also invest on an opportunistic basis in select publicly traded equity securities, private equity funds and hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, or certain non-U.S. companies that otherwise meet our investment criteria, subject to applicable requirements of the 1940 Act.

Our investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies across several key industry themes which may include, among others, Artificial Intelligence Infrastructure & Applications, Consumer Goods & Services, Software-as-a-Service, Financial Technology & Services, and Logistics & Supply Chain. Our investment decisions are based on a disciplined analysis of available information regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals. Venture capital funds or other institutional investors have invested in the vast majority of companies we evaluate.

We seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity, and convertible debt securities with a significant equity component. Typically, our preferred stock investments are non-income producing, have different voting rights than our common stock investments and are generally convertible into common stock at our discretion. As our investment strategy is primarily focused on equity positions, our investments generally do not produce current income and therefore we may be dependent on future capital raising to meet our operating needs if no other source of liquidity is available.

We seek to create a low-turnover portfolio that includes investments in companies representing a broad range of investment themes.

In regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange. If at any time less than 70% of our gross assets are comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets until such time as 70% of our then-current gross assets were comprised of qualifying assets. We would not be required, however, to dispose of any non-qualifying assets in such circumstances.

### Our History

We formed in 2010 as a Maryland corporation and, until July 15, 2026, operated as an internally managed, non-diversified closed-end management investment company. Our investment activities were supervised by our Board of Directors and managed by our executive officers and investment professionals, all of whom were our employees.

Our date of inception was January 6, 2011, which is the date we commenced development stage activities. We commenced operations as a BDC upon completion of our IPO in May 2011 and began our investment operations during the second quarter of 2011.

On and effective March 12, 2019, our Board of Directors approved our Internalization, and we began operating as an internally managed non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Our Board of Directors approved the Internalization in order to better align the interests of our stockholders with its management. As an internally managed BDC, we were managed by our employees, rather than the employees of an external investment adviser. On June 10, 2026, our stockholders approved a new investment advisory agreement and, effective July 15, 2026, we transitioned to an externally managed BDC managed by Neostellar Advisors LLC and changed our name to “Neostellar Capital Corp.” As an externally managed BDC, our investment activities are managed by the Adviser, and we no longer have employees. Following the Externalization, we pay a base management fee, an incentive fee and administration expense reimbursements.

### Portfolio and Investment Activity

### Six Months Ended June 30, 2026

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 and the sales of existing investments. The fair value as of June 30, 2026 of all of our portfolio investments was $405,851,701.

During the six months ended June 30, 2026, we funded investments in an aggregate amount of $29,696,170 (not including capitalized transaction costs) as shown in the following table:

| Portfolio Company | Investment | Transaction Date | Gross Payments |
| --- | --- | --- | ---: |
| Magnetar Opportunity 2025-4 LP(1) | Class A Interest | 1/2/2026 | $5,000,000 |
| Huntress Labs Inc. | Common Shares | 4/8/2026 | 225,000 |
| ClickHouse, Inc. | Preferred Shares, Series A | 4/22/2026 | 9,471,170 |
| Magnetar Opportunity 2025-4 LP(1) | Class B Interest | 6/3/2026 | 15,000,000 |
| **Total** |  |  | **$29,696,170** |

(1) Magnetar Opportunity 2025-4 LP is an SPV for which the Class A Interest and Class B Interest are invested in the Class B Preferred Shares of TensorWave Inc. Magnetar Opportunity 2025-4 LP does not charge a management fee but does charge an incentive fee of 20%, subject to an annual 15% IRR hurdle rate.

During the six months ended June 30, 2026, we capitalized fees of $124,628.

During the six months ended June 30, 2026, we exited or received proceeds from investments in the amount of $13,746,165, net of transaction costs, and realized a net gain on investments of $5,940,033 (including adjustments to amounts held in escrow receivable) as shown in the following table:

| Portfolio Company | Transaction Date | Quantity | Average Net Share Price(1) | Net Proceeds | Realized Gain (2) |
| --- | --- | --- | --- | ---: | ---: |
| GrabAGun Digital Holdings Inc. - Common Shares(3) | Various | 587,381 | $3.11 | $1,825,041 | $1,201,672 |
| CW Opportunity 2 LP(4) | Various | N/A | N/A | 6,469,540 | 4,638,846 |
| True Global Ventures 4 Plus Pte Ltd(5) | 3/5/2026 | N/A | N/A | 245,926 | — |
| HL Digital Assets Inc.(6) | 6/5/2026 | N/A | N/A | 5,150,810 | 44,667 |
| **Total** |  |  |  | **$13,691,317** | **$5,885,185** |

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2) Realized gain does not include adjustments to amounts held in escrow receivable.

(3) As of June 30, 2026, Neostellar Capital held 452,619 remaining GrabAGun Digital Holdings Inc. Common Shares.

(4) CW Opportunity 2 LP is an SPV for which the Class A Interest is solely invested in the Class A Common Shares of CoreWeave, Inc. Neostellar Capital is invested in the Class A Common Shares of CoreWeave, Inc. through its investment in the Class A Interest of CW Opportunity 2 LP. CW Opportunity 2 LP does not charge a management fee but does charge an incentive fee of 20%, subject to an annual 15% IRR hurdle rate. As of June 30, 2026, Neostellar Capital retains approximately 55.9% of its investment in CW Opportunity 2 LP.

(5) On March 5, 2026, we received a return of capital distribution from our investment in True Global Ventures 4 Plus Pte Ltd.

(6) On June 5, 2026, the Company received a distribution reflecting a full exit of our investment in HL Digital Assets Inc. HL Digital Assets Inc.’s primary purpose is to invest in HYPE, the digital token of Hyperliquid.

### Six Months Ended June 30, 2025

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 and the sales of existing investments. The fair value as of June 30, 2025 of all of our portfolio investments was $243,798,547.

During the six months ended June 30, 2025, we funded investments in an aggregate amount of $6,302,884 (not including capitalized transaction costs) as shown in the following table:

| Portfolio Company | Investment | Transaction Date | Gross Payments |
| --- | --- | --- | ---: |
| Orchard Technologies, Inc. | Senior Preferred Shares, Series 1 | 1/31/2025 | $222,210 |
| Orchard Technologies, Inc. | Simple Agreement for Future Equity | 1/31/2025 | 80,800 |
| Whoop, Inc. | Simple Agreement for Future Equity | 2/6/2025 | 1,000,000 |
| Plaid Inc. (1) | Common Shares, Class A | 4/4/2025 | 4,999,874 |
| **Total** |  |  | **$6,302,884** |

(1) Neostellar Capital’s investment in the Class A Common Shares of Plaid Inc. was made through 1789 Capital Nirvana II LP, an SPV in which Neostellar Capital is the Sole Limited Partner. Neostellar Capital paid a 7% origination fee at the time of investment.

During the six months ended June 30, 2025, we capitalized fees of $400,237.

During the six months ended June 30, 2025, we exited or received proceeds from investments in the amount of $41,251,774, net of transaction costs, and realized a net gain on investments of $21,194,660 (including adjustments to amounts held in escrow receivable) as shown in following table:

| Portfolio Company | Transaction Date | Quantity | Average Net Share Price(1) | Net Proceeds | Realized Gain(2) |
| --- | --- | ---: | ---: | ---: | ---: |
| CoreWeave, Inc. (3) | Various | 222,240 | $113.99 | $25,332,125 | $15,328,543 |
| ServiceTitan, Inc. (4) | Various | 151,515 | $105.07 | 15,919,649 | 5,911,416 |
| **Total** |  |  |  | **$41,251,774** | **$21,239,959** |

(1) The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

(2) Realized gain does not include adjustments to amounts held in escrow receivable.

(3) As of June 20, 2025, we had sold the entirety of our directly held CoreWeave, Inc. public common shares. As of June 30, 2025, we continue to hold the entirety of our interest in CW Opportunity 2 LP.

(4) As of June 27, 2025, we had sold our entire position in ServiceTitan, Inc. public common shares.

49

### Results of Operations

### Comparison of the three and six months ended June 30, 2026 and 2025

Operating results for the three and six months ended June 30, 2026 and 2025:

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| **Total Investment Income** | **$299,650** | **$167,304** | **$1,031,613** | **$666,398** |
| Interest income | 299,650 | 167,304 | 687,863 | 317,951 |
| Dividend income | — | — | 343,750 | 348,447 |
| **Total Operating Expenses** | **$23,654,334** | **$3,889,464** | **$28,364,789** | **$8,050,327** |
| Compensation expense | 19,696,322 | 1,571,856 | 21,672,574 | 3,239,691 |
| Directors’ fees | 427,476 | 175,495 | 623,038 | 346,060 |
| Interest expense | 1,136,421 | 1,275,485 | 2,353,615 | 2,535,334 |
| Professional fees | 1,724,438 | 680,857 | 2,597,167 | 1,431,081 |
| Income tax expense | (22,053) | (218,745) | 35,505 | (215,949) |
| Other expenses | 691,730 | 404,516 | 1,082,890 | 714,110 |
| **Net Investment Loss** | **$(23,354,684)** | **$(3,722,160)** | **$(27,333,176)** | **$(7,383,929)** |
| Net realized gain on investments | 5,049,520 | 21,212,611 | 5,940,033 | 21,194,660 |
| Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 | — | — | — | (15,873) |
| Net change in unrealized appreciation/(depreciation) of investments | (398,509) | 44,837,619 | 158,325,530 | 47,726,497 |
| **Net Change in Net Assets Resulting from Operations** | **$(18,703,673)** | **$62,328,070** | **$136,932,387** | **$61,521,355** |

### Investment Income

Investment income increased to $299,650 for the three months ended June 30, 2026 from $167,304 for the three months ended June 30, 2025. The net increase between periods was primarily due to an increase in interest income received on cash and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note.

Investment income increased to $1,031,613 for the six months ended June 30, 2026 from $666,398 for the six months ended June 30, 2025. The net increase between periods was primarily due to an increase in interest income received on cash and an increase in interest accruals on our investment in the Supplying Demand, Inc. (d/b/a Liquid Death) Convertible Note.

### Operating Expenses

Total operating expenses increased to $23,654,334 for the three months ended June 30, 2026 from $3,889,464 for the three months ended June 30, 2025. The increase in operating expenses was primarily due to an increase in compensation expense associated with the Externalization, including the acceleration of stock-based compensation expense and tax obligations associated with the vesting of equity awards. The increase was also attributable to higher professional fees, directors’ fees, and other expenses, partially offset by a decrease in interest expense during the three months ended June 30, 2026, relative to the three months ended June 30, 2025.

Total operating expenses increased to $28,364,789 for the six months ended June 30, 2026 from $8,050,327 for the six months ended June 30, 2025. The increase in operating expenses was primarily due to an increase in compensation expense associated with the Externalization, including the acceleration of stock-based compensation expense and tax obligations associated with the vesting of equity awards. The increase was also attributable to higher professional fees, directors’ fees, and other expenses, partially offset by a decrease in interest expense during the six months ended June 30, 2026, relative to the six months ended June 30, 2025.

### Net Investment Loss

For the three months ended June 30, 2026, we recognized a net investment loss of $23,354,684, compared to a net investment loss of $3,722,160 for the three months ended June 30, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the three months ended June 30, 2026, relative to the three months ended June 30, 2025.

For the six months ended June 30, 2026, we recognized a net investment loss of $27,333,176, compared to a net investment loss of $7,383,929 for the six months ended June 30, 2025. The change between periods resulted from an increase in operating expenses, partially offset by an increase in total investment income, during the six months ended June 30, 2026, relative to the six months ended June 30, 2025.

### Net Realized Gain/Loss on Investments

For the three months ended June 30, 2026, we recognized a net realized gain on our investments of $5,049,520, compared to a net realized gain of $21,212,611 for the three months ended June 30, 2025. The components of our net realized gains or losses on portfolio investments for the three months ended June 30, 2026 and 2025, excluding short-term U.S. Treasury bills, are reflected in the tables above, under “—Portfolio and Investment Activity.”

For the six months ended June 30, 2026, we recognized a net realized gain on our investments of $5,940,033, compared to a net realized gain of $21,194,660 for the six months ended June 30, 2025. The components of our net realized gains or losses on portfolio investments for the six months ended June 30, 2026 and 2025, excluding short-term U.S. Treasury bills and fluctuations in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment Activity.”

### Net Change in Unrealized Appreciation/(Depreciation) of Investments

For the three months ended June 30, 2026, we had a net change in unrealized appreciation/(depreciation) of $(398,509). For the three months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $44,837,619. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months ended June 30, 2026 and 2025.

| Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended June 30, 2026 | Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended June 30, 2025 |
| --- | ---: | --- | ---: |
| StormWind, LLC | $1,531,621 | CW Opportunity 2 LP | $28,595,524 |
| CW Opportunity 2 LP(1) | 1,329,206 | Colombier Sponsor II LLC | 10,086,976 |
| IH10, LLC | 1,161,652 | CoreWeave, Inc.(1) | 2,999,023 |
| HL Digital Assets Inc.(1) | 1,060,194 | Canva, Inc. | 2,402,950 |
| Neutron Holdings, Inc. (d/b/a Lime) | (1,581,681) | Whoop, Inc. | 2,392,797 |
| Blink Health, Inc. | (3,888,122) | FourKites, Inc. | 1,513,796 |
|  |  | Locus Robotics Corp. | 1,434,323 |
|  |  | Blink Health, Inc. | (2,147,015) |
|  |  | ServiceTitan, Inc.(1) | (3,393,618) |
| Other(2) | (11,379) | Other(2) | 952,863 |
| Total | $(398,509) | Total | $44,837,619 |

(1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

(2) “Other” represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the three months ended June 30, 2026 and 2025.

51

For the six months ended June 30, 2026, we had a net change in unrealized appreciation/(depreciation) of $158,325,530. For the six months ended June 30, 2025, we had a net change in unrealized appreciation/(depreciation) of $47,726,497. The following table summarizes, by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the six months ended June 30, 2026 and 2025.

| Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Six Months Ended June 30, 2026 | Portfolio Company | Net Change in Unrealized Appreciation/ (Depreciation) For the Six Months Ended June 30, 2025 |
| --- | ---: | --- | ---: |
| Whoop, Inc. | $122,409,743 | CW Opportunity 2 LP | $23,101,890 |
| IH10, LLC | 21,868,252 | Colombier Sponsor II LLC | 18,697,452 |
| ARK Type One Deep Ventures Fund LLC | 17,090,472 | ARK Type One Deep Ventures Fund LLC | 10,121,217 |
| EDGE Markets, Inc. | 2,701,961 | Whoop, Inc. | 7,814,651 |
| CW Opportunity 2 LP(1) | 2,539,286 | Shogun Enterprises, Inc. (d/b/a Hearth) | 1,472,377 |
| HL Digital Assets Inc.(1) | 2,281,058 | Canva, Inc. | 1,242,894 |
| Plaid Inc. | 1,922,805 | PSQ Holdings, Inc. (d/b/a PublicSquare) | (1,059,662) |
| Aventine Property Group, Inc. | (1,156,282) | Learneo, Inc. (f/k/a Course Hero, Inc.) | (1,512,785) |
| GrabAGun Digital Holdings Inc.(1) | (1,565,397) | FourKites, Inc. | (3,122,821) |
| FourKites, Inc. | (2,247,320) | ServiceTitan, Inc.(1) | (4,019,480) |
| Neutron Holdings, Inc. (d/b/a Lime) | (2,881,175) | Blink Health, Inc. | (4,028,046) |
| Blink Health, Inc. | (3,888,122) |  |  |
| Other(2) | (749,751) | Other(2) | (981,190) |
| Total | $158,325,530 | Total | $47,726,497 |

(1) The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

(2) “Other” represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the six months ended June 30, 2026 and 2025.

### Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the sales of our investments, recent private convertible debt issuances, and the net proceeds from public offerings of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed below under “Equity Issuances and Debt Capital Activities—At-the-Market Offering”. On December 17, 2021, we issued $75.0 million aggregate principal amount of our 6.00% Notes due 2026 (the “6.00% Notes due 2026”), of which $35.8 million remain outstanding as of June 30, 2026. In addition, on August 14, 2024, we issued $25.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029, and on October 9, 2024 and January 16, 2025, we issued $5.0 million and $5.0 million, respectively, in aggregate principal amount of the Additional Notes (as defined below). On July 30, 2026, we filed a shelf registration statement on Form N-2 with the SEC covering up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants, which had not been declared effective as of the date of this quarterly report. For additional information, see “Equity Issuances and Debt Capital Activities—6.50% Convertible Notes due 2029” and “Equity Issuances and Debt Capital Activities—Shelf Registration Statement” below and “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026.

Our primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders. For the six months ended June 30, 2026 and 2025 our operating expenses, including interest payments on our debt obligations, were $28,364,789 and $8,050,327, respectively.

As of June 30, 2026, $35.8 million in aggregate principal of our 6.00% Notes due 2026 remained outstanding, with a maturity date of December 30, 2026. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time at a redemption price of 100% of the outstanding principal amount plus accrued and unpaid interest. We may also continue to repurchase the 6.00% Notes due 2026 in the open market under the Note Repurchase Program, which was extended by our Board of Directors on October 29, 2025 and authorizes us to repurchase up to the remaining aggregate principal amount of the 6.00% Notes due 2026. We expect to satisfy our repayment obligation at maturity through a combination of available cash and proceeds from the sale of portfolio investments, and we may also consider refinancing alternatives, including the issuance of new debt securities, the sale of portfolio investments, or the issuance of equity under the ATM Program (under which approximately $87.9 million in aggregate amount of shares remained available for sale as of June 30, 2026), in each case subject to the effectiveness of our shelf registration statement on Form N-2 filed on July 30, 2026. Any refinancing involving the incurrence of new indebtedness would require five business days’ prior written notice to the holder of our 6.50% Convertible Notes due 2029 pursuant to the Notes Purchase Agreement. As of June 30, 2026, we held approximately $12.9 million in cash and approximately $1.7 million of unrestricted securities of publicly traded portfolio companies that could provide an additional source of liquidity. We will continue to evaluate our overall liquidity position and may take additional proactive steps, including the potential early redemption or open-market repurchase of some or all of the outstanding 6.00% Notes due 2026, to manage this near-term maturity.

| Cash Reserves and Liquid Securities | June 30, 2026 | December 31, 2025 |
| --- | ---: | ---: |
| Cash | $12,940,740 | $49,034,154 |
| Restricted cash(1) | — | 38,741 |
| Securities of publicly traded portfolio companies: |  |  |
| Unrestricted securities(2) | 1,719,456 | 1,078,863 |
| Subject to other sales restrictions(3) | — | 3,130,400 |
| Securities of publicly traded portfolio companies | 1,719,456 | 4,209,263 |
| **Total Cash Reserves and Liquid Securities** | $14,660,196 | $53,282,158 |

(1) Restricted cash consists of amounts that are held in a separate account and are subject to specific contractual restrictions that limit their availability for general corporate use.

(2) “Unrestricted securities” represents common stock and warrants of our publicly traded portfolio companies that are not currently subject to any restrictions upon sale. We may incur losses.

(3) Securities of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly traded portfolio companies that are currently subject to certain lock-up restrictions.

On July 16, 2026, in connection with the Externalization, we issued a $20.0 million redeemable promissory note to MCP Investing LLC, an affiliate of Magnetar, bearing interest at 6.50% per annum, payable semi-annually in cash, and maturing in 2029, pursuant to a Securities Purchase Agreement dated June 26, 2026. Following the Externalization, our operating expenses will include the base management fee and incentive fee payable to the Adviser and expense reimbursements payable to the Administrator, which will increase our expenses relative to the periods presented. See “Note 12—Subsequent Events.”

During the six months ended June 30, 2026, cash decreased to $12,940,740 from $49,034,154 at the beginning of the year. The decrease in cash was primarily due to the purchase of new investments, payment of our operating expenses, including payment of compensation and payroll taxes related to the anticipated Externalization, and payment of interest on the 6.00% Notes due 2026 and 6.50% Convertible Notes due 2029. The decrease was offset by the increase in cash from the sale of public securities and investment income received.

Currently, we believe we have ample liquidity to support our near-term capital requirements. Consistent with past and current practices, we will continue to evaluate our overall liquidity position and take proactive steps to maintain the appropriate liquidity position based upon the current circumstances.

### Contractual Obligations

A summary of our significant contractual payment obligations as of June 30, 2026 is as follows:

|  | Payments Due By Period (in millions) Total | Less than 1 year | 1–3 years | 3–5 years | More than 5 years |
| --- | ---: | ---: | ---: | ---: | ---: |
| 6.00% Notes due 2026(1) | $35.8 | $35.8 | $— | $— | $— |
| 6.50% Convertible Notes due 2029(2) | 27.0 | — | — | 27.0 | — |
| Operating lease liability | 0.3 | 0.1 | 0.2 | — | — |
| **Total** | $63.1 | $35.9 | $0.2 | $27.0 | $— |

(1) Reflects the principal balance payable for the 6.00% Notes due 2026 as of June 30, 2026. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of June 30, 2026 for more information.

(2) Reflects the principal balance payable for the 6.50% Convertible Notes due 2029 as of June 30, 2026. Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated Financial Statements as of June 30, 2026 for more information.

53

### Share Repurchase Program

During the three and six months ended June 30, 2026 and 2025, we did not repurchase any shares of our common stock under the discretionary open-market Share Repurchase Program. As of June 30, 2026, the dollar value of shares that remained available to be purchased under the Share Repurchase Program is approximately $25.0 million. Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of our common stock.

Under the Share Repurchase Program, we may repurchase our outstanding common stock in the open market, provided that we comply with the prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. For more information on the Share Repurchase Program, see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2026.

### Off-Balance Sheet Arrangements

As of June 30, 2026 and 2025, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices. However, we may employ hedging and other risk management techniques in the future.

### Equity Issuances and Debt Capital Activities

#### At-the-Market Offering

On July 29, 2020, we established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”). Under the Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account. We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective and strategy and for general corporate purposes.

During the six months ended June 30, 2026 and 2025, we did not issue or sell Shares under the ATM Program. As of June 30, 2026, up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.

Refer to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information regarding the ATM Program.

#### Shelf Registration Statement

On July 30, 2026, we filed a registration statement on Form N-2 with the SEC pursuant to which we may offer, from time to time in one or more offerings, up to $500.0 million of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities, or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities. As of the date of this quarterly report, the registration statement had not been declared effective, and we had not offered or sold any securities thereunder. We intend to use the net proceeds of any offering under the registration statement to make investments in portfolio companies in accordance with our investment objective and strategy, to repay indebtedness, including the 6.00% Notes due 2026, and for general corporate purposes. The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than our net asset value per share at the time of the offering, except in connection with a rights offering to our existing stockholders, with the requisite approval of our common stockholders or under such other circumstances as the SEC may permit. We did not seek stockholder authorization to issue shares of our common stock at a price below net asset value per share at our 2026 annual meeting of stockholders.

#### 6.00% Notes due 2026 - Note Repurchase Program

On December 17, 2021, we issued $70.0 million aggregate principal amount of 6.00% Notes due 2026, which bear interest at a fixed rate of 6.00% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on March 30, 2022. On December 21, 2021, we issued an additional $5.0 million aggregate principal amount of 6.00% Notes due 2026. We received approximately $73.0 million in proceeds from the offering, net of underwriting discounts and commissions and other offering expenses. The 6.00% Notes due 2026 have a maturity date of December 30, 2026, unless previously repurchased or redeemed in accordance with their terms. We have the right to redeem the 6.00% Notes due 2026, in whole or in part, at any time or from time to time, on or after December 30, 2024 at a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

On August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”) which allows us to repurchase up to $35.0 million of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2024, the Company repurchased and retired $30.3 million of aggregate principal amount of the 6.00% Notes due 2026. On October 29, 2025, our Board of Directors approved an extension of the discretionary note repurchase program (the “Note Repurchase Program”), which allows us to repurchase up to an additional $40.0 million or the remaining aggregate principal amount, of our 6.00% Notes due 2026 through open market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act. During the year ended December 31, 2025, the Company repurchased and retired $8.8 million of aggregate principal amount of the 6.00% Notes due 2026. As of June 30, 2026, the aggregate principal dollar amount of 6.00% Notes due 2026 that remained available to be purchased under the Note Repurchase Program was approximately $35.8 million.

Refer to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information regarding the 6.00% Notes due 2026.

#### 6.50% Convertible Notes due 2029

On August 14, 2024, we issued $25.0 million aggregate principal amount of the 6.50% Convertible Notes due 2029 to a private purchaser (the “Purchaser”), which bear interest at a rate of 6.50% per year, payable quarterly in arrears on March 30, June 30, September 30, and December 30 of each year, commencing on September 30, 2024. We received $24.3 million in proceeds from the issuance, net of underwriting discounts and commissions. Under the purchase agreement governing the 6.50% Convertible Notes due 2029, as Amended and Restated on December 12, 2025 (the “Notes Purchase Agreement”), upon mutual agreement between the Company and the Purchaser, we may issue additional 6.50% Convertible Notes due 2029 for sale in subsequent offerings to the Purchaser (the “Additional Notes”), or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50.0 million in one or more private offerings. Pursuant to the Notes Purchase Agreement, on October 9, 2024, we issued $5.0 million of Additional Notes to the Purchaser, and on January 16, 2025, we issued an additional $5.0 million of Additional Notes to the Purchaser, which Additional Notes are treated as a single series with the initial issuance of the 6.50% Convertible Notes due 2029. The 6.50% Convertible Notes due 2029 mature on August 14, 2029, unless previously repurchased, redeemed or converted in accordance with their terms. We do not have the right to redeem the 6.50% Convertible Notes due 2029 prior to August 6, 2027.

The 6.50% Convertible Notes due 2029 are convertible into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029, subject to adjustment as provided in the Notes Purchase Agreement.

Effective as of July 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the initial conversion price of $7.75 per share (129.0323 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since issuance. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on July 31, 2025 to stockholders of record as of the close of business on July 21, 2025.

Effective as of November 21, 2025, the conversion rate applicable to the 6.50% Convertible Notes due 2029 was adjusted to $7.32 per share (136.5633 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029) from the most recent conversion price of $7.53 per share (132.7530 shares of the Company’s common stock per $1,000 principal amount of the 6.50% Convertible Notes due 2029), which had been effective since July 21, 2025. The adjustment to the conversion rate of the 6.50% Convertible Notes due 2029 was made pursuant to the Notes Purchase Agreement governing the 6.50% Convertible Notes due 2029 as a result of the Company’s cash dividend of $0.25 per share, paid on December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.

For the six months ended June 30, 2026 the Company issued 1,092,504 shares of its common stock and cash for fractional shares upon the conversion of $8.0 million in aggregate principal amount of the 6.50% Convertible Notes due 2029.

Refer to “Note 10—Debt Capital Activities” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information regarding the 6.50% Convertible Notes due 2029.

### Distributions

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. The following table lists the distributions, including dividends and returns of capital, if any, per share that we have declared since our formation through June 30, 2026. The table is divided by fiscal year according to record date:

| Date Declared Fiscal 2015: | Record Date | Payment Date | Amount per Share |
| --- | --- | --- | ---: |
| November 4, 2015(1) | November 16, 2015 | December 31, 2015 | $2.76 |
| **Fiscal 2016:** |  |  |  |
| August 3, 2016(2) | August 16, 2016 | August 24, 2016 | 0.04 |
| **Fiscal 2019:** |  |  |  |
| November 5, 2019(3) | December 2, 2019 | December 12, 2019 | 0.20 |
| December 20, 2019(4) | December 31, 2019 | January 15, 2020 | 0.12 |
| **Fiscal 2020:** |  |  |  |
| July 29, 2020(5) | August 11, 2020 | August 25, 2020 | 0.15 |
| September 28, 2020(6) | October 5, 2020 | October 20, 2020 | 0.25 |
| October 28, 2020(7) | November 10, 2020 | November 30, 2020 | 0.25 |
| December 16, 2020(8) | December 30, 2020 | January 15, 2021 | 0.22 |
| **Fiscal 2021:** |  |  |  |
| January 26, 2021(9) | February 5, 2021 | February 19, 2021 | 0.25 |
| March 8, 2021(10) | March 30, 2021 | April 15, 2021 | 0.25 |
| May 4, 2021(11) | May 18, 2021 | June 30, 2021 | 2.50 |
| August 3, 2021(12) | August 18, 2021 | September 30, 2021 | 2.25 |
| November 2, 2021(13) | November 17, 2021 | December 30, 2021 | 2.00 |
| December 20, 2021(14) | December 31, 2021 | January 14, 2022 | 0.75 |
| **Fiscal 2022:** |  |  |  |
| March 8, 2022(15) | March 25, 2022 | April 15, 2022 | 0.11 |
| **Fiscal 2025:** |  |  |  |
| July 3, 2025(16) | July 21, 2025 | July 31, 2025 | 0.25 |
| November 3, 2025(17) | November 21, 2025 | December 5, 2025 | 0.25 |
| **Total** |  |  | **$12.60** |

(1) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.

(2) Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented a return of capital.

(3) All of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains. None of the distribution represented a return of capital.

(4) All of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.

(5) All of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.

(6) All of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.

56

(7) All of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains. None of the distribution represented a return of capital.

(8) All of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.

(9) All of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.

(10) All of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains. None of the distribution represented a return of capital.

(11) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as cash of $29,987,589. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021. None of the $2.50 per share distribution represented a return of capital.

(12) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as cash of $29,599,164. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13, 2021. None of the $2.25 per share distribution represented a return of capital.

(13) The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as cash of $28,494,812. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13, 2021. None of the $2.00 per share distribution represented a return of capital.

(14) All of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital.

(15) All of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains. None of the distribution represented a return of capital.

(16) All of the $5,972,027 distribution paid on July 31, 2025 represented a distribution from realized gains. None of the distribution represented a return of capital.

(17) All of the $6,281,422 distribution paid on December 5, 2025 represented a distribution from realized gains. None of the distribution represented a return of capital.

We intend to focus on making equity investments from which we will derive primarily capital gains. As a consequence, we do not anticipate that we will pay distributions on a quarterly basis or become a predictable distributor of distributions, and we expect that our distributions, if any, will be much less consistent than the distributions of other BDCs that primarily make debt investments. If there are earnings or realized capital gains to be distributed, we intend to declare and pay a distribution at least annually. The amount of realized capital gains available for distribution to stockholders will be impacted by our tax status.

Our current intention is to make any future distributions out of assets legally available therefrom in the form of additional shares of our common stock under our dividend reinvestment plan (“DRIP”), except in the case of stockholders who elect to receive dividends and/or long-term capital gains distributions in cash. Under the DRIP, if a stockholder owns shares of common stock registered in its own name, the stockholder will have all cash distributions (net of any applicable withholding) automatically reinvested in additional shares of common stock unless the stockholder opts out of our DRIP by delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions reinvested under the plan will nevertheless be treated as received by the U.S. stockholder for U.S. federal income tax purposes, although no cash distribution has been made. As a result, if a stockholder does not elect to opt out of the DRIP, it will be required to pay applicable federal, state and local taxes on any reinvested dividends even though such stockholder will not receive a corresponding cash distribution. Stockholders that hold shares in the name of a broker or financial intermediary should contact the broker or financial intermediary regarding any election to receive distributions in cash.

So long as we qualify as a RIC, we generally will not be subject to U.S. federal and state income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. To the extent all our ordinary income and capital gains are timely distributed to our stockholders as dividends, any tax liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our Condensed Consolidated Financial Statements. See “Note 2—Significant Accounting Policies—*U.S. Federal and State Income Taxes”* and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information. The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are subject to U.S. federal income tax imposed at corporate rates on their income, regardless of whether we are taxed as a RIC. The Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expenses as a result of their ownership of the portfolio companies. Such income tax expenses and deferred taxes, if any, will be reflected in our Condensed Consolidated Financial Statements.

### Critical Accounting Estimates and Policies

Critical accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. These include estimates of the fair value of our Level 3 investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of certain revenues and expenses during the reporting period. It is likely that changes in these estimates will occur in the near term. Our estimates are inherently subjective in nature and actual results could differ materially from such estimates. See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of June 30, 2026 for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

### Related-Party Transactions

See “Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of June 30, 2026 for more information.

### Recent Developments

### Portfolio Activity

Please refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026 for details regarding activity in our investment portfolio from July 1, 2026 through August 5, 2026.

We are frequently in negotiations with various private companies with respect to investments in such companies. Investments in private companies are generally subject to satisfaction of applicable closing conditions. In the case of secondary market transactions, such closing conditions may include approval of the issuer, waiver or failure to exercise rights of first refusal by the issuer and/or its stockholders and termination rights by the seller or us. Equity investments made through the secondary market may involve making deposits in escrow accounts until the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

### Externalization

On April 2, 2026, our Board of Directors, including all of its independent directors, unanimously approved a proposal to transition us from an internally managed BDC to an externally managed structure (the “Externalization”) and approved the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain of our then-current employees and Magnetar Holdings LLC (“Magnetar”), pursuant to which the Adviser would be appointed as our investment adviser. Entry into the Advisory Agreement effectuating the Externalization was subject to approval by our stockholders. At a special meeting held on June 10, 2026, the Company’s stockholders approved the Investment Advisory Agreement with the Adviser. As a result, effective July 15, 2026 (the “Effective Date”), the Company transitioned from an internally managed BDC to an externally managed BDC managed by the Adviser, and changed its name from “SuRo Capital Corp.” to “Neostellar Capital Corp.” Our common stock continues to trade on the Nasdaq Global Select Market, now under the ticker symbol “NSLR.”

Key terms of the Externalization include: (i) no incentive fee payable to the Adviser on realized gains attributable to our existing portfolio; (ii) expected annual expense savings of approximately 0.77% of average total assets compared to our former internal management structure; (iii) a $20 million investment in us by an affiliate of Magnetar, which was made on July 16, 2026 in the form of a redeemable promissory note; (iv) a base management fee of 1.75% of our gross assets, which our Board of Directors determined to be competitive with fees charged by comparable BDCs and below the median fee charged by private market venture and technology funds; and (v) management continuity, with our investment team, including Mark D. Klein and Allison Green, continuing in their current capacities, but as employees of the Adviser rather than us following the Externalization. On the Effective Date, we also entered into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”), pursuant to which the Administrator provides, or oversees the provision of, administrative services necessary for our operations, subject to our reimbursement of the Administrator’s costs and expenses, including our allocable portion of overhead.

On June 12, 2026, following approval of the Externalization by our stockholders, we granted (a) 350,000 restricted shares (with any aggregate income tax liability to be paid by us) to Mark D. Klein and (b) 60,000 restricted shares (with any aggregate income tax liability to be paid by us) to Allison Green, and we approved a cash bonus of $850,000 to Mark D. Klein and a cash bonus of $500,000 to Allison Green. On June 15, 2026, our Board of Directors approved the acceleration in full of the vesting of all restricted shares then outstanding and unvested under the Amended and Restated 2019 Equity Incentive Plan and the Second Amended and Restated 2019 Equity Incentive Plan, effective as of June 15, 2026. Those shares vested on that date, subject to each holder’s entry into a lock-up agreement with us that replicates the holding periods of the vesting schedules that otherwise would have applied to such shares.

For additional information regarding the Externalization and its impact on stockholders, the Advisory Agreement, the Administration Agreement, Magnetar and the compensation of management relating to the Externalization, please refer to “Note 11—Stock-Based Compensation” and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026, our definitive proxy statement for the Special Meeting of Stockholders filed April 29, 2026, and our Current Reports on Form 8-K filed April 7, 2026 and July 21, 2026.

### Shelf Registration Statement

On July 30, 2026, we filed a registration statement on Form N-2 with the SEC covering the offer and sale, from time to time in one or more offerings, of up to $500.0 million of our common stock, preferred stock, subscription rights, debt securities and warrants. The registration statement had not been declared effective as of the date of this quarterly report. For additional information, see “Liquidity and Capital Resources—Equity Issuances and Debt Capital Activities—Shelf Registration Statement” above and “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2026.

## Market risk

As filed, 2,641 characters.

### Market Risk

Our equity investments are primarily in growth companies that in many cases have short operating histories and are generally illiquid. In addition to the risk that these companies may fail to achieve their objectives, the price we may receive for these companies in private transactions may be significantly impacted by periods of disruption and instability in the capital markets. While these periods of disruption generally have little actual impact on the operating results of our equity investments, these events may significantly impact the prices that market participants will pay for our equity investments in private transactions. This may have a significant impact on the valuation of our equity investments.

### Valuation Risk

Our investments may not have a readily available market quotation, as such term is defined in Rule 2a-5 under the 1940 Act, 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. In addition, if we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

### Interest Rate Risk

We are subject to financial market risks, which could include, to the extent we utilize leverage with variable rate structures, changes in interest rates. As we invest primarily in equity rather than debt instruments, we would not expect fluctuations in interest rates to directly impact the return on our portfolio investments, although any significant change in market interest rates could potentially have an adverse effect on the business, financial condition and results of operations of the portfolio companies in which we invest. As of June 30, 2026, all of our debt investments and outstanding borrowings bore fixed rates of interest.

## Controls and procedures

As filed, 2,045 characters.

### Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

### 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 the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Effective July 15, 2026, in connection with the Externalization, administrative and accounting services previously performed by our employees are performed by Neostellar Administrative Services LLC, subject to the oversight of our Board of Directors. Any resulting changes in our internal control over financial reporting will be reported for the quarter ending September 30, 2026.

## Risk factors

As filed, 12,407 characters.

Investing in our securities involves a number of significant risks. In addition to the other information contained in this report, you should carefully consider the factors discussed in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 11, 2026, which could materially affect our business, financial condition and/or operating results. Although the risks described in our annual report on Form 10-K for the fiscal year ended December 31, 2025 represent the principal risks associated with an investment in us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, might materially and adversely affect our business, financial condition and/or operating results. Other than as stated below, there have been no material changes to the risk factors discussed in “Item 1A. Risk Factors” of Part I of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

In connection with the Externalization, which became effective July 15, 2026, we became an externally managed BDC and no longer have any employees. Accordingly, the risk factors in our annual report on Form 10-K for the fiscal year ended December 31, 2025 that describe us as an internally managed BDC, including those relating to our dependence on our own management team and investment professionals and to the compensation of our employees, no longer apply to us and are superseded by the risk factors set forth below. In addition, on July 30, 2026, we filed a shelf registration statement on Form N-2 with the SEC, and on August 3, 2026, we, the Adviser and certain affiliated funds and accounts filed an application with the SEC for an order permitting us to engage in certain negotiated co-investment transactions. We are subject to the additional risks set forth below.

***We depend on the Adviser and its key investment professionals for our future success, we no longer have any employees, and the departure of those personnel could materially and adversely affect our ability to achieve our investment objective.***

All of our investment and administrative personnel are employees of the Adviser, the Administrator or their affiliates, and we no longer have any employees of our own. We do not determine the compensation, retention or allocation of time of those personnel, and we have no control over whether they remain employed by the Adviser or the Administrator. Our ability to achieve our investment objective depends on the Adviser’s ability to identify, evaluate, negotiate, structure, monitor and exit investments, which in turn depends on the continued service of its senior investment professionals, including Mr. Klein and Ms. Green. Those investment professionals have and will continue to have management responsibilities for other investment funds, accounts and investment vehicles sponsored or managed by the Adviser, Magnetar and their affiliates, and they are not required to devote any specific amount of time to our affairs. The departure of any of those individuals, or of a significant number of the Adviser’s investment professionals, could have a material adverse effect on our ability to achieve our investment objective. Our rights with respect to the Adviser and the Administrator are limited to those under the Investment Advisory Agreement and the Administration Agreement, each of which may be terminated without penalty on 60 days’ written notice.

***We now bear advisory fees that we did not previously bear, and the base management fee is payable without regard to our performance.***

We pay the Adviser a base management fee at an annual rate of 1.75% of gross assets and a two-part incentive fee, and we reimburse the Administrator for our allocable portion of its costs and overhead, including our allocable portion of the compensation of personnel providing administrative, financial, accounting, legal and compliance services to us. We did not bear advisory fees of this nature under our former internally managed structure, and these fees may increase our expenses relative to the periods presented in this report. The base management fee is calculated on gross assets, including investments held before the Effective Date and assets acquired with borrowed funds, and is payable without regard to our performance. The fact that the base management fee is payable based upon our gross assets, rather than our net assets, means that the base management fee as a percentage of net assets attributable to our common stock will increase when we use leverage. Accordingly, the Adviser may have an incentive to cause us to incur more leverage than is prudent, or not to repay our outstanding indebtedness when it may be advantageous for us to do so, in order to maximize its compensation. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our securities, and would magnify losses as well as gains.

***We may be obligated to pay the Adviser incentive fees even if we incur a net loss, and the incentive fee may create an incentive for the Adviser to make riskier or more speculative investments or to influence the timing of dispositions.***

The incentive fee consists of an income-based fee and a capital gains fee, and no incentive fee is payable with respect to investments held prior to the Effective Date. As our portfolio shifts toward investments made on or after the Effective Date, the incentive fees we pay are expected to increase. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter in which we incur a loss. If our pre-incentive fee net investment income exceeds the applicable hurdle rate for a quarter, we will pay the income-based fee even if we have incurred a loss in that quarter as a result of realized and unrealized capital losses. The income-based fee may create an incentive for the Adviser to invest in assets with higher current yields, including riskier or more speculative assets, in order to increase the income on which that fee is calculated. The income-based fee may also create an incentive for the Adviser to invest in instruments with a deferred interest feature, such as original issue discount, payment-in-kind interest or zero-coupon securities, because we would be required to accrue, and to pay an incentive fee on, income that we have not yet received in cash and that we may never collect, and the Adviser is not obligated to reimburse us for any incentive fee previously paid on income that is not ultimately received.

***The Externalization gives rise to conflicts of interest, and the Adviser is not required to provide services to us on an exclusive basis.***

Certain of our executive officers, including Mr. Klein and Ms. Green, are equity owners and employees of the Adviser, and a portion of the fees we pay the Adviser inures to their benefit. Those persons participated in the negotiation of the terms of the Externalization while holding prospective ownership interests in the Adviser. The Adviser is not required to provide services to us on an exclusive basis and may in the future sponsor or advise other investment vehicles with investment objectives and strategies that overlap with ours. As a result, the Adviser and its investment professionals may face conflicts in allocating their time and investment opportunities between us and those other vehicles, and investments that would be suitable for us may be allocated elsewhere. The investment advice given to us by the Adviser may differ from, and the actions it takes on behalf of Magnetar and its other clients may compete with or be adverse to, the advice given to, or actions taken on behalf of, us. Because the Adviser, Magnetar and their affiliates may receive performance-based compensation from other funds and accounts, they may have an incentive to allocate investment opportunities to those other funds and accounts rather than to us. There can be no assurance that any allocation policy adopted by the Adviser will result in our participating in any particular investment opportunity or in an allocation that we would consider favorable.

***Our application for co-investment exemptive relief is pending, and there can be no assurance if or when relief will be granted, which may reduce the investment opportunities available to us.***

On August 3, 2026, we, the Adviser and certain affiliated funds and accounts filed an application with the SEC for an exemptive order permitting us to co-invest in negotiated transactions alongside funds and accounts advised by the Adviser, Magnetar and their affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions, as well as regulatory requirements and other pertinent factors. There can be no assurance if or when we will receive the requested exemptive relief, or that any relief granted will be on the terms requested. Until such relief is obtained, our ability to participate in negotiated co-investment transactions with affiliates is limited by the 1940 Act, which may reduce the investment opportunities available to us and may prevent us from participating in transactions sourced through the Magnetar platform, which was one of the anticipated benefits of the Externalization. Even if the requested relief is granted, the Adviser would be required to consider whether each investment opportunity is appropriate for us and for its other advised clients and, if so, to propose an allocation of the opportunity among them. As a consequence, it may be more difficult for us to maintain or increase the size of our portfolio, and we may not participate in any particular co-investment opportunity.

***Our relationship with Magnetar exposes us to additional risks, and the redemption of the Magnetar note could dilute existing stockholders.***

An affiliate of Magnetar holds a $20.0 million redeemable promissory note issued by us that bears interest at 6.50% per annum and matures in 2029, and a Magnetar partner serves on our Board of Directors as an interested director. If we consummate a qualified fundraising, the note is mandatorily redeemed through the issuance of shares of our common stock, which would dilute the interests of our existing stockholders, and upon a change of control we must repay 105% of the outstanding principal and accrued interest in cash. We have also agreed to file a resale shelf registration statement covering the resale of the shares issuable upon redemption of the note, and sales of those shares, or the perception that such sales could occur, could adversely affect the market price of our common stock.

***We may be unable to replace the Adviser or the Administrator on comparable terms if either agreement is terminated.***

The Investment Advisory Agreement and the Administration Agreement may each be terminated without penalty on 60 days’ written notice, and the Investment Advisory Agreement terminates automatically upon its assignment. If either agreement were terminated, we would need to identify and engage a replacement adviser or administrator, and there can be no assurance that we could do so on a timely basis or on terms as favorable as those of our current agreements. Because we no longer have any employees, any period during which we lacked an investment adviser or administrator could disrupt our investment activities, our compliance program and our financial reporting.

***The Investment Advisory Agreement limits the Adviser’s liability to us and requires us to indemnify the Adviser, which may cause the Adviser to act in a manner that is riskier than it otherwise would.***

Under the Investment Advisory Agreement, the Adviser and its affiliates and their respective personnel are not liable to us for acts or omissions taken in the performance of their duties absent willful misfeasance, bad faith, gross negligence or reckless disregard of duty, and we are required to indemnify them against certain liabilities incurred in connection with their services to us. These provisions may reduce the incentive of the Adviser and its personnel to exercise the degree of care they would otherwise exercise and may limit the remedies available to us and our stockholders if the Adviser’s conduct causes us to incur losses.

Filed Aug 6, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-036285. Last ingested by Listed: Nov 4, 2026, 09:21 ET. No prices; not investment advice.