1. ORGANIZATION

Remora Capital Corporation (“we”, “us”, “our” and the “Company”), was formed on October 1, 2024 as a Maryland corporation. The Company is 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”). In addition, the Company intends to elect to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Remora Capital Management, LLC (the “Adviser” and “Remora”), a Delaware limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio. Remora also serves as the Company’s administrator (in such capacity, the “Administrator”).

The Company’s investment objective is to generate a fixed interest income stream and preserve capital through superior loan selection and risk mitigation. The Company has built a diversified portfolio of senior secured loans to middle market companies with headquarters or principal operations in the United States and Canada.

The Company primarily establishes co-investment programs with loan originators or their affiliates to purchase loan assets and make opportunistic secondary market purchases of loan assets. As of December 31, 2025, such programs included sub-advisory agreements with Remora and each of Crescent Capital Group LP (“Crescent” and such agreement, the “Crescent Sub-Advisory Agreement”) and Kayne Anderson Capital Advisors, L.P. (“Kayne” and together with Crescent, the “Sub-Advisers”) (the “Kayne Sub-Advisory Agreement” and together with the Crescent Sub-Advisory Agreement, the “Sub-Advisory Agreements”), pursuant to which such non-Remora counterparties provide sub-advisory services to the Company. See “Note 3. Agreements and Related Party Transactions – Sub-Advisory Agreements” for more information. The Company (directly or via co-investment) may purchase loan assets as a co-lender or as a “club” lender and may participate in loan syndications. The Company may also invest in other types of loans and debt securities, collateralized loan obligations, collateralized debt obligations and other securities, and invest in funds and other pooled investment vehicles managed by other loan originators.

In addition, the Company has entered into a loan sourcing agreement with Remora and Eldridge Credit Advisers, LLC (“Eldridge” and such agreement, the “Eldridge Loan Sourcing Agreement”), pursuant to which Eldridge provides loan sourcing services to the Company. The Company has also entered into a sub-administration agreement with Crescent and Remora (the “Sub-Administration Agreement”), pursuant to which Crescent provides certain administrative services related to loans it originates for the Company under the Crescent Sub-Advisory Agreement. See “Note 3. Agreements and Related Party Transactions–Administrative and Servicing Agreements—Eldridge Loan Sourcing Agreement” and “—Administrative and Servicing Agreements—Sub-Administration Agreement” for more information.

On September 5, 2025, immediately prior to the Company electing to be regulated as a BDC (the “BDC Election”), each of Remora Capital Partners I, LP (“Fund I”), Remora Capital Partners II, LP (“Fund II”), Remora Capital Partners I QP LP (“Fund I QP”), and Remora Capital Partners II QP, LP (“Fund II QP” and collectively with Fund I, Fund II, and Fund I QP, the “Funds”) merged with and into the Company (the “Mergers”). As a result of the Mergers, the Company issued 16,213,447 shares of common stock, par value $0.001 per share (“Common Stock”), 332,696 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), and acquired a portfolio of assets consisting of $244,112 of principal amount of loans to 82 borrowers (including undrawn commitments of revolving credit facilities and delayed draw term loans), cash and other assets totaling $261,698, which had an aggregate net asset value (“NAV”) of $165,461. After the Mergers, the Company made the BDC Election and commenced operations. See “Note 3. Agreements and Related Party Transactions – Merger Agreements” for more information. As the Company did not commence operations until September 5, 2025, there are no results of operations for the year ended December 31, 2024, and, accordingly, no comparative amounts for the prior year periods are discussed within these notes to the Consolidated Financial Statements.

On September 5, 2025, the Company formed a wholly owned subsidiary, RCC SPV, LLC (“RCC SPV”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of the Company’s portfolio loan investments that are used as collateral for a revolving credit facility with Atlas Securitized Products Administration, L.P. (“Atlas”), as administrative agent (the “Credit Facility”). See “Note 6. Borrowings” for details. The Company consolidates RCC SPV in the presentation of its consolidated financial statements.

The Company is conducting a continuous private offering (the “Private Offering”) of its Common Stock to accredited investors, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), or to non-U.S. persons as provided in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing, an investor purchases shares of the Company’s Common Stock pursuant to a subscription agreement with the Company.