SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12—SUBSEQUENT EVENTS

Portfolio Activity

From April 1, 2026 through May 5, 2026, the Company made the following investments (not including capitalized transaction costs).

SCHEDULE OF INVESTMENTS BY COMPANY

Portfolio Company		Investment		Transaction Date		Amount
Huntress Labs Inc.		Common Stock		4/8/2026		$	225,000
ClickHouse, Inc.		Series A Preferred		4/22/2026			9,471,170
Total						$	9,696,170

From April 1, 2026 through May 5, 2026, the Company received proceeds from the following investment.

SCHEDULE OF INVESTMENTS

Portfolio Company		Transaction Date		Net Proceeds				Realized Gain⁽¹⁾
CW Opportunity 2 LP		Various		$	3,041,906			$	2,140,384

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(1)

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. Realized gain is calculated based on the current reporting by the SPV, but may be subject to change or adjustment due to the impact of performance fees that may be charged.

The Company is 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 the Company. 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.

Partial Conversion of the 6.50% Convertible Notes due 2029

From April 1, 2026 through May 5, 2026, the Purchaser of the 6.50% Convertible Notes due 2029 elected to exercise their conversion option on multiple occasions and convert a total of $5.0 million of their principal amount ($1,000 per Note) into 682,815 shares of the Company’s common stock and $19.56 in lieu of fractional shares. As of May 5, 2026, the remaining principal balance of the 6.50% Convertible Notes due 2029 was $30.0 million.

Externalization

On April 2, 2026, the Board of Directors, including all of its independent directors, unanimously approved a proposal to transition from an internally managed BDC to an externally managed structure (the “Externalization”). The Board of Directors also approved the related investment advisory agreement (the “Advisory Agreement”) with Neostellar Advisors LLC (the “Adviser”), an entity jointly owned by certain current employees of the Company and Magnetar Holdings LLC, pursuant to which the Adviser would be appointed as the investment adviser of the Company. Entry into the Advisory Agreement effectuating the Externalization is subject to approval by the Company’s stockholders. If the Company’s stockholders do not approve the Advisory Agreement, the Company will continue its operations as an internally managed BDC. For the avoidance of doubt, the Company is not being sold. If the Externalization occurs, the Company’s stockholders immediately prior to the Externalization will be the Company’s stockholders immediately following the Externalization and will hold the same number of shares of the Company’s common stock as they did prior to the Externalization.

The key terms of the Externalization and the Advisory Agreement include:

	●	No Incentive Fee on Pre-Existing Portfolio — Under the Advisory Agreement, the Adviser would not be paid an incentive fee on any realized gains attributable to the Company’s existing portfolio. Any such realized gains will inure to the benefit of the Company’s stockholders.
	●	Expected Annual Cost Savings — Based on the Board’s analysis, the Externalization is expected to result in annual expense savings of approximately 0.77% of average total assets compared to the current internal management structure.
	●	Magnetar’s $20 Million Capital Commitment — In connection with the Externalization, Magnetar will agree to invest $20 million in the Company, the form of which will depend on certain factors.
	●	Competitive Fee Structure — The Board of Directors noted that the proposed base management fee of 1.75% of the Company’s gross assets is competitive with fees charged by comparable BDCs and is below the median fee charged by private market venture and technology funds. In addition, the fact that the Company will not pay any incentive fees on existing investments has the potential to be highly accretive to stockholders.
	●	Management Continuity — The Company’s current investment team, including Mark D. Klein (Chairman, CEO and President) and Allison Green (CFO, Treasurer and Corporate Secretary), will remain in their current capacities but will be employed by the Adviser rather than the Company following the Externalization.

Upon effectiveness of the Advisory Agreement, the Company also will enter into an administration agreement (the “Administration Agreement”) with Neostellar Administrative Services LLC, an affiliate of the Adviser (the “Administrator”). Under the terms of the Administration Agreement, the Administrator has agreed to perform (or oversee or arrange for the performance of) the administrative services necessary for the operation of the Company. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement, including the Company’s allocable portion of overhead.

On April 2, 2026, in connection with the Externalization, the Company’s Compensation Committee approved the following: (a) a grant of 350,000 restricted shares (with any aggregate income tax liability to be paid by the Company) to Mark D. Klein, the Company’s Chairman, President and Chief Executive Officer; (b) a grant of 60,000 restricted shares (with any aggregate income tax liability to be paid by the Company) to Allison Green, the Company’s Chief Financial Officer, Treasurer and Corporate Secretary; (c) a cash bonus of $850,000 to Mark D. Klein; and (d) a cash bonus of $500,000 to Allison Green. The foregoing compensation will be paid only if the Advisory Agreement is approved by the Company’s stockholders.