5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

SVCP, TCPC Funding, TCPC Funding II, Merger Sub and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area and in New York.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, SVCP, TCPC Funding, TCPC Funding II, Merger Sub and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)

From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15.1 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. The Company, the affiliated funds and the Advisor intend to vigorously defend against these claims. On November 6, 2023, the Company, the affiliated funds, and the Advisor, and certain other defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and was argued in court on March 6, 2024. On November 8, 2024, the court issued a decision, granting in part and denying in part the motion to dismiss. As a result, on December 6, 2024, the plaintiffs filed an amended complaint containing substantially similar allegations but without the claims dismissed by the court. On January 23, 2025, the Company, the Advisor and the funds managed by it, along with other defendants, filed a motion to dismiss one of the counts in the amended complaint, which was granted on September 11, 2025. As of the date of this report, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.

On February 3, 2026, a putative securities class action lawsuit was filed in the United States District Court for the Central District of California, captioned Burnell v. BlackRock TCP Capital Corp., et al., Case No. 2:26-cv-01102. The complaint names the Company and certain of its current and former executive officers as defendants. The complaint purports to be brought on behalf of a class of persons who purchased or otherwise acquired the Company’s securities between November 6, 2024 and January 23, 2026, and alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on alleged materially false and misleading statements and/or omissions concerning the Company’s business, operations and financial condition. The plaintiff seeks unspecified compensatory damages, interest, attorneys’ fees and costs, and other relief. On June 10, 2026, the court entered an order appointing lead plaintiffs for the putative class and approving their selection of lead counsel. The Company believes the claims are without merit and intends to defend the action vigorously. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.

Between February 24, 2026, and May 27, 2026, three purported shareholder derivative actions were filed in the United States District Court for the Central District of California, captioned Daniel Terwilliger, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al., Case No. 2:26-cv-01968; Bernstein & Company CPAs 401K Plan FBO Audrey Bernstein, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al., Case No. 2:26-cv-05223; and Robert Urbani, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al., Case No. 2:26-cv-05700. Additionally, on July 28, 2026, two purported shareholder derivative actions were filed in the Superior Court of the State of California, County of Los Angeles, captioned Anders Vinther, derivatively on behalf of BlackRock TCP Capital Corp. v. Tennenbaum Capital Partners, LLC, et al., Case No. 26STCV23786, and Robert Graham, derivatively on behalf of BlackRock TCP Capital Corp. v. Tennenbaum Capital Partners, LLC, et al., Case No. 26STCV23804. The defendants in the actions are certain current and former officers and directors of the Company. Additionally, the Vinther and Graham actions name Tennenbaum Capital Partners, LLC as a defendant. The Company is
 

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)

named as a nominal defendant in the actions. The complaints variously assert claims on behalf of the Company for alleged violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, contribution under Section 21D of the Securities Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets arising out of alleged wrongdoing by the defendants between November 6, 2024 and January 23, 2026, including allegedly making or causing the Company to make materially false and misleading statements and omissions regarding the Company’s business, operations, and prospects. The plaintiffs seek unspecified damages on behalf of the Company, corporate governance reforms, restitution, attorneys’ fees and costs, and such other relief as the court may deem just and proper. On June 29, 2026, the court consolidated the three derivative actions pending in federal court under the caption In re BlackRock TCP Capital Corp. Derivative Litigation, Case No. 2:26-cv-01968, and appointed lead counsel for the consolidated action. The derivative actions are in their early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from these matters.

On April 14, 2026, a putative class action complaint was filed in the Commonwealth of Massachusetts Superior Court, Middlesex County, captioned Curran, Comegna, Jones, and Inoa, on behalf of themselves and all others similarly situated v.
BlackRock TCP Capital Corp., et al. The complaint names the Company, a BlackRock portfolio manager, and John Does 1-5 as
defendants. The complaint purports to be brought on behalf of a class of all individuals who worked for Newpro Operating, LLC (“Newpro”), a subsidiary of portfolio company Renovo Home Partners, LLC (“Renovo”), as of October 2025, when Newpro ceased operations and Renovo subsequently filed for chapter 7 bankruptcy. The complaint alleges that the defendants violated the Massachusetts Wage Act, M.G.L. c. 149, § 148, by failing to pay (1) their final wages, (2) amounts withheld from employees’ pay in so-called "forget me accounts" for that year, and (3) accrued paid vacation days upon their involuntary termination on or about October 28, 2025. The complaint alleges that the Company controlled, directed, or participated to a substantial degree in formulating and determining the policy of Newpro, including the decision to terminate Newpro’s employees without paying their earned but unpaid wages, and is therefore jointly and severally liable under Massachusetts law. The plaintiffs seek treble damages, interest, and attorneys’ fees and costs. The Company believes the claims are without merit and intends to defend the action vigorously. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.