v3.26.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity

Note 7. Stockholders’ Equity

The Company adopted the following plans, approved by the Board, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the Securities Exchange Act of 1934 (the “Repurchase Plans”):

 

Date of Agreement/Amendment

 

Maximum Cost of Shares That May Be Repurchased

 

 

Cost of Shares Repurchased

 

 

Remaining Cost of Shares That May Be Repurchased

 

August 5, 2015

 

$

 

50,000

 

 

$

 

50,000

 

 

$

 

 

December 14, 2015

 

 

 

50,000

 

 

 

 

50,000

 

 

 

 

 

September 14, 2016

 

 

 

50,000

 

 

 

 

50,000

 

 

 

 

 

October 30, 2018

 

 

 

50,000

 

 

 

 

50,000

 

 

 

 

 

February 6, 2019

 

 

 

50,000

 

 

 

 

50,000

 

 

 

 

 

February 3, 2022

 

 

 

25,000

 

 

 

 

25,000

 

 

 

 

 

February 25, 2026

 

 

 

100,000

 

 

 

 

100,000

 

 

 

 

 

Total as of June 30, 2026

 

$

 

375,000

 

 

$

 

375,000

 

 

$

 

 

 

The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.

Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):

Effective Date

 

Termination Date

 

Amount Allocated to 10b5-1 Repurchase Plans

 

September 15, 2015

 

November 5, 2015

 

$

 

5,000

 

January 1, 2016

 

February 5, 2016

 

 

 

10,000

 

April 1, 2016

 

May 19, 2016

 

 

 

5,000

 

July 1, 2016

 

August 5, 2016

 

 

 

15,000

 

September 30, 2016

 

November 8, 2016

 

 

 

20,000

 

January 4, 2017

 

February 6, 2017

 

 

 

10,000

 

March 31, 2017

 

May 19, 2017

 

 

 

10,000

 

June 30, 2017

 

August 7, 2017

 

 

 

10,000

 

October 2, 2017

 

November 6, 2017

 

 

 

10,000

 

January 3, 2018

 

February 8, 2018

 

 

 

10,000

 

June 18, 2018

 

August 9, 2018

 

 

 

10,000

 

September 17, 2018

 

October 31, 2018

 

 

 

10,000

 

December 12, 2018

 

February 7, 2019

 

 

 

10,000

 

February 25, 2019

 

May 17, 2019

 

 

 

25,000

 

March 18, 2019

 

May 17, 2019

 

 

 

10,000

 

June 4, 2019

 

August 7, 2019

 

 

 

25,000

 

June 17, 2019

 

August 7, 2019

 

 

 

20,000

 

September 16, 2019

 

November 6, 2019

 

 

 

20,000

 

December 6, 2019

 

February 5, 2020

 

 

 

25,000

 

December 16, 2019

 

February 5, 2020

 

 

 

15,000

 

March 12, 2020

 

March 19, 2020

 

 

 

20,000

 

March 30, 2021

 

May 21, 2021

 

 

 

10,000

 

June 16, 2021

 

November 5, 2021

 

 

 

10,000

 

December 16, 2021

 

August 3, 2022

 

 

 

5,000

 

December 27, 2022

 

February 22, 2023

 

 

 

10,000

 

March 16, 2026

 

April 13, 2026

 

 

 

79,987

 

 

During the three months ended June 30, 2026, the Company repurchased 2,755,221 shares at a weighted average price per share of $11.58, inclusive of commissions, for a total cost of $31,899. This represents a discount of approximately 14.83% of the average net asset value per share for the three months ended June 30, 2026.

During the six months ended June 30, 2026, the Company repurchased 9,839,241 shares at a weighted average price per share of $10.97, inclusive of commissions, for a total cost of $107,925. This represents a discount of approximately 20.45%of the average net asset value per share for the six months ended June 30, 2026.

During the three months ended June 30, 2025, the Company did not repurchase any shares.

During the six months ended June 30, 2025, the Company repurchased 476,656 shares at a weighted average price per share of $12.75, inclusive of commissions, for a total cost of $6,079. This represents a discount of approximately 14.72% of the average net asset value per share for the six months ended June 30, 2025.

Since the inception of the Repurchase Plans through June 30, 2026, the Company repurchased 27,000,770 shares at a weighted average price per share of $13.89, inclusive of commissions, for a total cost of $375,000. Including fractional shares, the Company has repurchased 27,000,800 shares at a weighted average price per share of $13.89, inclusive of commissions for a total cost of $375,000.

On October 30, 2018, the Board approved a one-for-three reverse stock split of the Company’s common stock which was effective as of the close of business on November 30, 2018 (the "Reverse Stock Split"). The Company's common stock began trading on a split-adjusted basis on December 3, 2018. The fractional shares that resulted from the Reverse Stock Split were approximately 29 shares and they were canceled by paying cash in lieu of the fair value.

On July 22, 2019, the Board approved Articles of Amendment which amended the Company’s charter to reduce the amount of authorized capital stock from 400,000,000 shares, par value $0.001 per share, to 130,000,000 shares, par value $0.001 per share. The Articles of Amendment were accepted for record by the Department of Assessments and Taxation of the State of Maryland on July 22, 2019 and immediately became effective.

On August 2, 2022, the Company entered into a share subscription agreement (“Purchase Agreement”) with MFIC Holdings, LP, a subsidiary of MidCap FinCo Designated Activity Company (together with its subsidiaries, “MidCap Financial”), a middle-market specialty finance firm discretionarily managed by an affiliate of the Investment Adviser, in connection with the issuance and sale of the Company's common stock, par value $0.001 per share (the “Offering”). Pursuant to the Purchase Agreement, the Company issued 1,932,641 shares of its common stock at a purchase price of $15.52 per share, the net asset value per share of the Company's common stock as of June 30, 2022. The total proceeds of the offering excluding expenses was approximately $30,000. The shares are subject to a two-year lock-up period. MidCap Financial agreed to bear any expenses that the Company incurred in connection with the Offering greater than $300.

On July 22, 2024, the Company completed the Mergers with AFT and AIF. In connection with the Mergers, the Company issued an aggregate of 28,527,003 shares of the Company's common stock valued at approximately $440,140.

On August 13, 2024, the Company entered into (i) an equity distribution agreement by and among the Company, the Investment Adviser, the Administrator and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among the Company, the Investment Adviser, the Administrator and Jefferies LLC (“Jefferies,” and together with Truist, the “Sales Agents”). The equity distribution agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Equity Distribution Agreements.” The Equity Distribution Agreements provided that the Company may from time to time issue and sell shares of its common stock, par value $0.001 per share (“Shares”), having an aggregate offering price of up to $200,000, through the Sales Agents, or to them as principal for their own respective accounts. Sales of the shares, if any, may be made in transactions that are deemed to be an “at the market” (“ATM”) offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including without limitation sales made directly on or through the NASDAQ Global Select Market, sales made to or through market makers and sales made through any other existing trading market or electronic communications network, and by any other method permitted by law, including but not limited to privately negotiated transactions, which may include block trades, as the Company and the Sales Agents may agree. The Sales Agents will receive a commission from the Company up to 1.5% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreements. The Company may from time to time issue and sell shares of its common stock through public or ATM offerings. The ATM program effectively expired on April 12, 2026. For the six months ended June 30, 2026, there were no shares issued through ATM offerings.

 

Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2026 and December 31, 2025, the Company had the following unfunded commitments to its portfolio companies:

 

 

June 30, 2026

 

 

December 31, 2025

 

Unfunded revolver obligations and bridge loan commitments (1)

 

$

 

280,546

 

 

$

 

210,900

 

Standby letters of credit issued and outstanding (2)

 

 

 

7,212

 

 

 

 

7,036

 

Unfunded delayed draw loan commitments (including commitments with performance thresholds not met) (3)

 

 

 

61,865

 

 

 

 

214,452

 

Total Unfunded Commitments (4)

 

$

 

349,623

 

 

$

 

432,388

 

 

(1)
The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of June 30, 2026 and December 31, 2025, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of June 30, 2026 and December 31, 2025, the bridge loan commitments included in the balances were $— and $—, respectively.
(2)
For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Consolidated Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.
(3)
The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.
(4)
The Company also had an unfunded revolver commitment to its fully controlled affiliate Merx Aviation Finance, LLC of $100,000 and $81,425 as of June 30, 2026 and December 31, 2025, respectively. Given the Company’s controlling interest, the timing and the amount of the funding has not been determined.

 

Note 9. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2026 and 2025:

 

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Per Share Data*

 

 

 

 

 

 

 

 

Net asset value at beginning of period

 

$

 

14.18

 

 

$

 

14.98

 

Net investment income (1)

 

 

 

0.77

 

 

 

 

0.76

 

Net realized and change in unrealized gains (losses) (1)

 

 

 

(1.28

)

 

 

 

(0.24

)

Net increase in net assets resulting from operations

 

 

 

(0.51

)

 

 

 

0.52

 

Distribution of net investment income (2)

 

 

 

(0.62

)

 

 

 

(0.76

)

Accretion due to share repurchases

 

 

 

0.32

 

 

 

 

0.01

 

Net asset value at end of period

 

$

 

13.37

 

 

$

 

14.75

 

 

 

 

 

 

 

 

 

 

Per share market value at end of period

 

$

 

10.08

 

 

$

 

12.62

 

Total return (3)

 

 

 

(6.58

)%

 

 

 

(0.87

)%

Shares outstanding at end of period

 

 

 

82,372,628

 

 

 

 

93,303,622

 

Weighted average shares outstanding

 

 

 

86,775,778

 

 

 

 

93,489,281

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data

 

 

 

 

 

 

 

 

Net assets at end of period (in millions)

 

$

 

1,101.3

 

 

$

 

1,375.9

 

Annualized ratio of operating expenses to average net assets (4)(5)

 

 

 

2.95

%

 

 

 

3.80

%

Annualized ratio of interest and other debt expenses to average net assets (5)

 

 

 

9.37

%

 

 

 

9.14

%

Annualized ratio of total expenses to average net assets (4)(5)

 

 

 

12.32

%

 

 

 

12.94

%

Annualized ratio of net investment income to average net assets (5)

 

 

 

11.31

%

 

 

 

10.24

%

Average debt outstanding (in millions)

 

$

 

1,852.6

 

 

$

 

1,866.9

 

Average debt per share

 

$

 

21.35

 

 

$

 

19.96

 

Annualized portfolio turnover rate (5)

 

 

 

10.14

%

 

 

 

27.27

%

Asset coverage per unit (6)

 

$

 

1,631

 

 

$

 

1,669

 

* Totals may not foot due to rounding.

(1)
Financial highlights are based on the weighted average number of shares outstanding for the period presented.
(2)
The tax character of distributions is determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. Although the tax character of distributions paid to stockholders through June 30, 2026 may include return of capital, the exact amount cannot be determined at this point. Per share amounts are based on actual rate per share.
(3)
Total return is based on the change in market price per share during the respective periods. Total return also takes into account distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan. Total return does not reflect sales load.
(4)
The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets are shown inclusive of all expense reimbursements (see Note 3 to the consolidated financial statements). For the six months ended June 30, 2026, the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 2.97% and 12.34%, respectively, without the expense reimbursements. For the six months ended June 30, 2025, the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 3.95% and 13.10%, respectively, without the voluntary fee waivers.
(5)
Annualized for the six months ended June 30, 2026 and 2025.
(6)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit. As of June 30, 2026, the Company's asset coverage was 163%.

 

Note 10. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

Distribution Declarations

On August 5, 2026, the Company’s Board declared a base distribution of $0.31 per share, payable on September 24, 2026 to stockholders of record as of September 8, 2026. There can be no assurances that the Board will continue to declare a base distribution of $0.31 per share.

2026 Notes Maturity

On July 16, 2026, the Company repaid the 2026 Notes.

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of MidCap Financial Investment Corporation

 

 

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statements of assets and liabilities, including the consolidated schedule of investments, of MidCap Financial Investment Corporation and subsidiaries (the "Company") as of June 30, 2026, the related consolidated statements of operations and changes in net assets for the three-month and six-month periods ended June 30, 2026 and 2025, the consolidated statements of cash flows and financial highlights for the six-month periods ended June 30, 2026 and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2025, and the related consolidated statements of operations, changes in net assets, cash flows, and financial highlights for the year then ended (not presented herein); and in our report dated February 26, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.

Basis for Review Results

 

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

 

/s/ Deloitte & Touche LLP

 

New York, New York

August 5, 2026

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
political, economic or industry conditions, or conditions affecting the financial and capital markets, including the effect of trade policy;
the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts in the Middle East and Eastern Europe;
the ability of our portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital; and
the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

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

 

Overview

MidCap Financial Investment Corporation (the “Company,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through June 30, 2026, we have raised approximately $2.68 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $375.0 million.

Apollo Investment Management, L.P. (the “Investment Adviser” or “AIM”) is our investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Investment Adviser, subject to the overall supervision of our Board of Directors (the “Board”), manages the day-to-day operations of, and provides investment advisory services to the Company. AGM and other affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. The Company, the Investment Adviser and certain affiliates received an exemptive order from the SEC on May 14, 2025 (the “Order”), that permits us, among other things, to co-invest with other funds and accounts managed by the Investment Adviser or its affiliates, subject to certain conditions. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting the Company to do so. Pursuant to the requirements of the Order, the Board, including a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Directors, has approved co-investment policies and procedures describing how the Company will comply with the Order. Further, the Investment Adviser has adopted policies and procedures (the “Adviser Allocation Policy”) which is designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Pursuant to the Adviser Allocation Policy, the Company will be given the opportunity to participate in any investments that fall within certain criteria established by the Investment Adviser. The Company may determine to participate or not to participate, depending on whether the Investment Adviser determines that the investment is appropriate for the Company (e.g., based on investment strategy). If the Investment Adviser determines that the investment is not appropriate for us, the investment will not be allocated to us.

 

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and recordkeeping services, AIA also oversees our financial records as well as prepares our reports to stockholders and reports filed with the SEC. AIA also performs the calculation and publication of our net asset value, the payment of our expenses and oversees the performance of various third-party service providers and the preparation and filing of our tax returns. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

All dollar amounts in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.

Investments

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We primarily invest in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. To a lesser extent, we may invest in other types of securities including, first lien unitranche, second lien senior secured, unsecured, subordinated, and mezzanine loans, and equities in both private and public middle market companies.

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of June 30, 2026, non-qualifying assets represented approximately 7.7% of the total assets of the Company.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark, such as SOFR, the federal funds rate, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for payment-in-kind (“PIK”) interest or dividends. Such amounts of accrued PIK interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

Expenses

For all investment professionals of AIM and their staff, when and to the extent engaged in providing investment advisory and management services to us, the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

investment advisory and management fees;
expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;
calculation of our net asset value (including the cost and expenses of any independent valuation firm);
direct costs and expenses of administration, including independent registered public accounting and legal costs;
costs of preparing and filing reports or other documents with the SEC;
interest payable on debt, if any, incurred to finance our investments;
offerings of our common stock and other securities;
registration and listing fees;
fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;
transfer agent and custodial fees;
taxes;
independent directors’ fees and expenses;
marketing and distribution-related expenses;
the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;
our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
organizational costs; and
all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our Chief Financial Officer, Chief Legal Officer and Chief Compliance Officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

Portfolio and Investment Activity

Our portfolio and investment activity during the three and six months ended June 30, 2026 and 2025, was as follows:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in millions)*

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Investments made in portfolio companies

 

$

 

47.2

 

 

$

 

288.7

 

 

$

 

149.6

 

 

$

 

680.6

 

Investments sold

 

 

 

(79.1

)

 

 

 

(14.9

)

 

 

 

(103.1

)

 

 

 

(58.9

)

Net activity before repaid investments

 

 

 

(32.0

)

 

 

 

273.8

 

 

 

 

46.5

 

 

 

 

621.8

 

Investments repaid

 

 

 

(128.3

)

 

 

 

(129.9

)

 

 

 

(348.4

)

 

 

 

(307.4

)

Net investment activity

 

$

 

(160.2

)

 

$

 

144.0

 

 

$

 

(301.9

)

 

$

 

314.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio companies, at beginning of period

 

 

 

236

 

 

 

 

240

 

 

 

 

247

 

 

 

 

233

 

Number of investments in new portfolio companies

 

 

 

0

 

 

 

 

14

 

 

 

 

2

 

 

 

 

34

 

Number of exited companies

 

 

 

(7

)

 

 

 

(5

)

 

 

 

(20

)

 

 

 

(18

)

Portfolio companies at end of period

 

 

 

229

 

 

 

 

249

 

 

 

 

229

 

 

 

 

249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of investments in existing portfolio companies

 

 

 

75

 

 

 

 

80

 

 

 

 

116

 

 

 

 

158

 

* Totals may not foot due to rounding.

 

 

Our portfolio composition and weighted average yields as of June 30, 2026 and December 31, 2025 were as follows:

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Portfolio composition, at fair value:

 

 

 

 

 

 

 

 

First lien secured debt

 

 

 

94

%

 

 

 

95

%

Second lien secured debt

 

 

 

0

%

 

 

 

0

%

Total secured debt

 

 

 

94

%

 

 

 

95

%

Unsecured debt

 

 

 

0

%

 

 

 

0

%

Structured products and other

 

 

 

1

%

 

 

 

0

%

Preferred equity

 

 

 

2

%

 

 

 

1

%

Common equity/interests and warrants

 

 

 

3

%

 

 

 

4

%

Weighted average yields, at amortized cost (1):

 

 

 

 

 

 

 

 

First lien secured debt (2)

 

 

 

9.5

%

 

 

 

9.7

%

Second lien secured debt (2)

 

 

 

0.0

%

 

 

 

13.0

%

Secured debt portfolio (2)

 

 

 

9.5

%

 

 

 

9.7

%

Unsecured debt portfolio (2)

 

 

 

11.1

%

 

 

 

11.1

%

Total debt portfolio (2)

 

 

 

9.5

%

 

 

 

9.7

%

Total portfolio (3)

 

 

 

8.1

%

 

 

 

8.6

%

Interest rate type, at fair value (4):

 

 

 

 

 

 

 

 

Fixed rate amount

 

$

0.0 billion

 

 

$

0.0 billion

 

Floating rate amount

 

$

2.5 billion

 

 

$

2.9 billion

 

Fixed rate, as percentage of total

 

 

 

0

 %

 

 

 

0

 %

Floating rate, as percentage of total

 

 

 

100

 %

 

 

 

100

 %

Interest rate type, at amortized cost (4):

 

 

 

 

 

 

 

 

Fixed rate amount

 

$

0.0 billion

 

 

$

0.0 billion

 

Floating rate amount

 

$

2.6 billion

 

 

$

2.9 billion

 

Fixed rate, as percentage of total

 

 

 

0

 %

 

 

 

0

 %

Floating rate, as percentage of total

 

 

 

100

 %

 

 

 

100

 %

 

(1)
An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.
(2)
Exclusive of investments on non-accrual status.
(3)
Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.
(4)
The interest rate type information is calculated using the Company's corporate debt portfolio and excludes aviation and investments on non-accrual status.

Since the initial public offering of the Company in April 2004 and through June 30, 2026, invested capital totaled $26.9 billion in 850 portfolio companies. Over the same period, the Company completed transactions with more than 100 different financial sponsors.

 

 

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our significant accounting policies are further described in the notes to the consolidated financial statements.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

 

As of June 30, 2026, $2.73 billion or 98.6% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

Senior secured loans, or senior loans, are higher in the capital structure than high-yield bonds, and are typically secured by assets of the borrowing company. This improves their recovery prospects in the event of default and affords senior loans a structural advantage over high-yield bonds. Many of the Company’s investments are also privately negotiated and contain covenant protections that limit the issuer to take actions that could harm us as a creditor. High-yield bonds typically do not contain such covenants.

Given the structural advantages of capital seniority and covenant protection, the valuation of our private debt portfolio is driven more by investment specific credit factors than movements in the broader debt capital markets. Each security is evaluated individually and as indicated below, we value our private investments based upon a multi-step valuation process, including valuation recommendations from independent valuation firms.

Investment Valuation Process

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Investment Adviser as its “valuation designee” to perform the fair value determinations for all investments held by the Company. The Board continues to be responsible for overseeing the processes for determining fair valuation. Under the Company's valuation policies and procedures, the Investment Adviser values investments, including certain secured debt, unsecured debt, and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case, such investments shall be valued at fair value as determined in good faith by or under the direction of the Investment Adviser, including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Investment Adviser. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Investment Adviser undertakes a multi-step valuation process each quarter, as described below:

1.
Our quarterly valuation process begins with each portfolio company or investment being initially valued by using certain inputs provided, among others, by the investment professionals of our Investment Adviser who are responsible for the portfolio investment;
2.
At least each quarter, the valuation will be reassessed and updated by the Investment Adviser or an independent valuation firm to reflect company specific events and latest market data;
3.
Preliminary valuation conclusions are then documented and discussed with senior management of our Investment Adviser;
4.
The Investment Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and
5.
For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the six months ended June 30, 2026, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by the Investment Adviser, as the valuation designee, as described herein. 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. Additionally, the fair value of our investments may differ significantly from the values that would have been used had an active market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

 

Results of Operations

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

 

 

 

Three Months Ended June 30,

 

 

 

Six Months Ended June 30,

 

(in millions)*

 

2026

 

 

2025

 

 

 

2026

 

 

2025

 

Investment Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

 

63.2

 

 

$

 

75.7

 

 

 

$

 

130.3

 

 

$

 

149.0

 

Dividend income

 

 

 

0.2

 

 

 

 

0.2

 

 

 

 

 

0.5

 

 

 

 

0.4

 

PIK interest income

 

 

 

4.2

 

 

 

 

5.2

 

 

 

 

 

8.1

 

 

 

 

9.9

 

Other income

 

 

 

0.6

 

 

 

 

0.2

 

 

 

 

 

1.2

 

 

 

 

0.6

 

Total investment income

 

$

 

68.2

 

 

$

 

81.2

 

 

 

$

 

140.1

 

 

$

 

159.9

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management and performance-based incentive fees, net of amounts waived

 

$

 

5.1

 

 

$

 

9.9

 

 

 

$

 

10.8

 

 

$

 

22.4

 

Interest and other debt expenses, net of reimbursements

 

 

 

27.1

 

 

 

 

32.3

 

 

 

 

 

55.6

 

 

 

 

62.0

 

Administrative services expense, net of reimbursements

 

 

 

1.2

 

 

 

 

1.0

 

 

 

 

 

2.5

 

 

 

 

2.0

 

Other general and administrative expenses

 

 

 

2.1

 

 

 

 

1.6

 

 

 

 

 

4.1

 

 

 

 

2.9

 

Net Expenses

 

$

 

35.5

 

 

$

 

44.9

 

 

 

$

 

73.0

 

 

$

 

89.3

 

Net Investment Income

 

$

 

32.8

 

 

$

 

36.4

 

 

 

$

 

67.0

 

 

$

 

70.7

 

Net Realized and Change in Unrealized Gains (Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gains (losses)

 

$

 

(0.5

)

 

$

 

(17.2

)

 

 

$

 

(12.9

)

 

$

 

(14.2

)

Net change in unrealized gains (losses)

 

 

 

(49.8

)

 

 

 

(1.0

)

 

 

 

 

(98.5

)

 

 

 

(8.1

)

Net Realized and Change in Unrealized Gains (Losses)

 

$

 

(50.3

)

 

$

 

(18.3

)

 

 

$

 

(111.4

)

 

$

 

(22.2

)

Net Increase in Net Assets Resulting from Operations

 

$

 

(17.5

)

 

$

 

18.1

 

 

 

$

 

(44.4

)

 

$

 

48.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Investment Income on Per Average Share Basis (1)

 

$

 

0.40

 

 

$

 

0.39

 

 

 

$

 

0.77

 

 

$

 

0.76

 

Earnings per share — basic (1)

 

$

 

(0.21

)

 

$

 

0.19

 

 

 

$

 

(0.51

)

 

$

 

0.52

 

* Totals may not foot due to rounding.

(1) Based on the weighted average number of shares outstanding for the period presented.

Total Investment Income

For the three months ended June 30, 2026 as compared to the three months ended June 30, 2025

The decrease in total investment income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by a decrease in interest income (including PIK) of $13.5 million. The decrease in interest income was due to a decrease in the average yield for the total debt portfolio, from 10.5% for the three months ended June 30, 2025 to 9.5% for the three months ended June 30, 2026 combined with a decrease in the overall income-bearing investment portfolio.

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025

The decrease in total investment income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily driven by a decrease in interest income (including PIK) of $20.5 million. The decrease in interest income was due to a decrease in the average yield for the total debt portfolio, from 10.4% for the six months ended June 30, 2025 to 9.6% for the six months ended June 30, 2026 combined with a decrease in the overall income-bearing investment portfolio.

 

Net Expenses

For the three months ended June 30, 2026 as compared to the three months ended June 30, 2025

Net expenses decreased by $9.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, due to the fact that incentive fees were not accrued in the current quarter, as the Company did not meet its total return threshold. Interest and other debt expenses also decreased, driven by lower base rates and a lower average debt outstanding during the period. This was partially offset by an increase in administrative service and other G&A expenses.

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025

Net expenses decreased by $16.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to the fact that incentive fees were not accrued in the current quarter, as the Company did not meet its total return threshold. Interest and other debt expenses also decreased, driven by lower base rates and a lower average debt outstanding during the period. This was partially offset by an increase in administrative service and other G&A expenses.

Net Realized Gains (Losses)

For the three months ended June 30, 2026 as compared to the three months ended June 30, 2025

During the three months ended June 30, 2026, we recognized gross realized gains of $0.7 million and gross realized losses of $1.2 million, resulting in net realized losses of $0.5 million.

During the three months ended June 30, 2025, we recognized gross realized gains of $0.1 million and gross realized losses of $17.1 million, resulting in net realized losses of $17.0 million. Net realized gains for the three months ended June 30, 2025 was primarily due to the restructure of Renovo and Mitel Networks and partial write off of Ambrosia Buyer Corp. Significant realized gains (losses) for the three months ended June 30, 2025 are summarized below:

(in millions)

 

Net Realized Gain (Loss)

 

Renovo

 

$

 

(9.8

)

Mitel Networks

 

 

 

(3.4

)

Ambrosia Buyer Corp.

 

 

 

(2.7

)

 

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025

During the six months ended June 30, 2026, we recognized gross realized gains of $2.2 million and gross realized losses of $15.1 million, resulting in net realized losses of $12.9 million.

Gross realized losses on investments for the six months ended June 30, 2026 totaled $10.8 million and was primarily driven by the write off of Renovo and the sale of Carestream. Gross realized gains on investments for the six months ended June 30, 2026 totaled $1.0 million, resulting in net realized losses on investments of $9.8 million.

The Company also had a realized gain of $1.2 million on the settlement of foreign currency forward contracts during the period. This was offset by a $4.3 million realized loss on foreign currencies driven by the principal repayment of the CAD, EUR, and GBP contracts on the Senior Secured Facility.

 

Significant realized gains (losses) for the six months ended June 30, 2026 are summarized below:

(in millions)

 

Net Realized Gain (Loss)

 

Renovo

 

 

 

(9.0

)

 

During the six months ended June 30, 2025, we recognized gross realized gains of $4.6 million and gross realized losses of $18.1 million, resulting in net realized losses of $13.5 million. Net realized losses for the six months ended June 30, 2025 was primarily driven by the restructure of Renovo and Mitel Networks and partial write off of Ambrosia Buyer Corp, offset by the exit of Orgain, Inc. and partial exit of Heubach. Significant realized gains (losses) for the six months ended June 30, 2025 are summarized below:

(in millions)

 

Net Realized Gain (Loss)

 

Orgain, Inc.

 

$

 

1.2

 

Heubach

 

 

 

1.0

 

Renovo

 

 

 

(9.8

)

Mitel Networks

 

 

 

(3.4

)

Ambrosia Buyer Corp.

 

 

 

(2.7

)

 

Net Change in Unrealized Gains (Losses)

For the three months ended June 30, 2026 as compared to the three months ended June 30, 2025

During the three months ended June 30, 2026, we recognized gross unrealized gains on investments of $12.0 million and gross unrealized losses on investments of $61.8 million, resulting in net unrealized losses on investments of $49.8 million.

Net change in unrealized losses for the three months ended June 30, 2026 was primarily driven by credit related weakness concentrated in a limited number of positions.

Significant unrealized gains (losses) for the three months ended June 30, 2026 are summarized below:

(in millions)

 

Net Change in Unrealized Gain (Loss)

 

ChyronHego Corporation

 

$

 

(21.5

)

Midwest Vision

 

 

 

(6.1

)

New Era Technology, Inc.

 

 

 

(6.0

)

American Restoration

 

 

 

(4.8

)

Thomas Scientific

 

 

 

(3.0

)

Banner Solutions

 

 

 

(2.5

)

Heniff and Superior

 

 

 

(2.0

)

Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)

 

 

 

(1.8

)

US Auto

 

 

 

(1.3

)

Kauffman

 

 

 

(1.2

)

 

During the three months ended June 30, 2025, we recognized gross unrealized gains of $30.4 million and gross unrealized losses of $31.4 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses in investments of $1.0 million. Net change in unrealized gains (losses) for the three months ended June 30, 2025 was primarily driven by the increased fair market value of Renovo and Mitel Networks following restructures as well as increase in Merx given settlement on Russian insurance claims and certain recoveries. The net change in unrealized gains was offset by the underperformance of New Era, Securus Technologies Holdings, Inc., ChyronHego Corporation, Tasty Chick'n and Amplity. Significant changes in unrealized gains (losses) for the three months ended June 30, 2025 are summarized below:

(in millions)

 

Net Change in Unrealized Gain (Loss)

 

Renovo

 

$

 

8.7

 

Merx Aviation Finance, LLC

 

 

 

8.2

 

Mitel Networks

 

 

 

3.7

 

Ambrosia Buyer Corp.

 

 

 

2.6

 

The Club Company

 

 

 

1.5

 

New Era Technology, Inc.

 

 

 

(6.6

)

Securus Technologies Holdings, Inc.

 

 

 

(3.9

)

ChyronHego Corporation

 

 

 

(3.2

)

Tasty Chick'n

 

 

 

(2.5

)

Amplity

 

 

 

(2.0

)

 

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025

During the six months ended June 30, 2026, we recognized gross unrealized gains of $21.2 million and gross unrealized losses of $119.7 million, resulting in a net unrealized loss of $98.5 million.

Net unrealized losses on investments for the six months ended June 30, 2026 totaled $102.5 million and was primarily driven by market-wide spread widening, concentrated in software and technology during the first half of the year, coupled with credit related weakness concentrated in a limited number of positions.

The Company also had a unrealized gain of $0.7 million on open foreign currency forward contracts and a $3.3 million unrealized gain on foreign currencies.

Significant changes in unrealized gains (losses) for the six months ended June 30, 2026 are summarized below:

(in millions)

 

Net Change in Unrealized Gain (Loss)

 

Renovo

 

$

 

9.0

 

Amplity

 

 

 

1.1

 

Carestream Health

 

 

 

1.0

 

ChyronHego Corporation

 

 

 

(27.7

)

Midwest Vision

 

 

 

(11.1

)

New Era Technology, Inc.

 

 

 

(7.1

)

Banner Solutions

 

 

 

(4.9

)

American Restoration

 

 

 

(4.9

)

Kauffman

 

 

 

(4.6

)

Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)

 

 

 

(4.0

)

Heniff and Superior

 

 

 

(3.6

)

Lending Point

 

 

 

(3.3

)

Thomas Scientific

 

 

 

(3.1

)

Bird Rides

 

 

 

(3.0

)

Congruex

 

 

 

(2.5

)

US Auto

 

 

 

(2.1

)

Excelligence

 

 

 

(1.8

)

LashCo

 

 

 

(1.8

)

Distinct

 

 

 

(1.7

)

GoHealth

 

 

 

(1.7

)

MYCOM

 

 

 

(1.5

)

Cato Research

 

 

 

(1.5

)

 

During the six months ended June 30, 2025, we recognized gross unrealized gains of $35.2 million and gross unrealized losses of $43.2 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $8 million. Net change in unrealized gains for the six months ended June 30, 2025 was primarily driven by the increased fair market value of Renovo and Mitel Networks following restructures as well as increase in Merx given settlement on Russian insurance claims and certain recoveries. The net change in unrealized gains was offset by the underperformance of New Era, Securus Technologies Holdings, Inc., ChyronHego Corporation, Tasty Chick'n and Amplity. Significant changes in unrealized gains (losses) for the six months ended June 30, 2025 are summarized below:

(in millions)

 

Net Change in Unrealized Gain (Loss)

 

Merx Aviation Finance, LLC

 

$

 

9.9

 

Renovo

 

 

 

5.8

 

The Club Company

 

 

 

2.8

 

Ambrosia Buyer Corp.

 

 

 

2.6

 

Mitel Networks

 

 

 

2.5

 

Congruex

 

 

 

1.4

 

Sequential Brands Group, Inc.

 

 

 

1.2

 

New Era Technology, Inc.

 

 

 

(7.3

)

Securus Technologies Holdings, Inc.

 

 

 

(4.6

)

ChyronHego Corporation

 

 

 

(3.6

)

Tasty Chick’n

 

 

 

(2.8

)

Amplity

 

 

 

(2.0

)

Orgain, Inc.

 

 

 

(1.9

)

US Auto

 

 

 

(1.2

)

Modern Campus

 

 

 

(1.1

)

AVAD, LLC

 

 

 

(1.1

)

Compass Health

 

 

 

(1.0

)

 

 

Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our Senior Secured Facility (as defined in Note 6 to the consolidated financial statements), our senior secured notes, our senior unsecured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

We believe that our current cash and cash equivalents on hand, our short-term investments, proceeds from the sale of our 2026 Notes, 2028 Notes, Bethesda CLO 1, and Bethesda CLO 2, together with our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.

 

 

 

 

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (see Note 2 to the consolidated financial statements). At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. The Company may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate.

Debt

See Note 6 to the consolidated financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of June 30, 2026:

 

 

 

 

Payments Due by Period

 

(in millions)

 

Total

 

 

Less than 1 Year

 

 

1 to 3 Years

 

 

3 to 5 Years

 

 

More than 5 Years

 

Senior Secured Facility (1)

 

$

 

685.0

 

 

 $

 

 

 

 $

 

 

 

 $

 

685.0

 

 

 $

 

 

2026 Notes

 

 

 

125.0

 

 

 

 

125.0

 

 

 

 

 

 

 

 

 

 

 

 

 

2028 Notes

 

 

 

80.0

 

 

 

 

 

 

 

 

80.0

 

 

 

 

 

 

 

 

 

MFIC Bethesda CLO 1 LLC (Class A-1, Class A-2, Class B and Class C)

 

 

 

456.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

456.0

 

MFIC Bethesda CLO 2 LLC (Class A-1, Class A-2, Class B and Class C)

 

 

 

399.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

399.0

 

Total Debt Obligations

 

$

 

1,745.0

 

 

 $

 

125.0

 

 

 $

 

80.0

 

 

 $

 

685.0

 

 

 $

 

855.0

 

 

(1)
As of June 30, 2026, aggregate lender commitments under the Senior Secured Facility totaled $1.61 billion and $0.93 billion of unused capacity. As of June 30, 2026, the Company had $— million of letters of credit issued under the Senior Secured Facility as shown as part of total commitments in Note 8 to the consolidated financial statements.

Stockholders’ Equity

See Note 7 to the consolidated financial statements for information on the Company’s public offerings and share repurchase plans.

Equity Issuances

 

On August 13, 2024, we entered into (i) an equity distribution agreement by and among us, the Investment Adviser, the Administrator and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among us, the Investment Adviser, the Administrator and Jefferies LLC (“Jefferies,” and together with Truist, the “Sales Agents”). The equity distribution agreements with Sales Agents described in the preceding sentence are collectively referred to herein as the “Equity Distribution Agreements.” For further details regarding the Equity Distribution Agreements, see Note 7 "Stockholders’ Equity—Equity Issuances — At-the market (“ATM”) Offering” to our consolidated financial statements included in this report. The ATM program effectively expired on April 12, 2026.

Distributions

 

Distributions paid to stockholders during the three and six months ended June 30, 2026 totaled $25.5 million ($0.31 per share) and $53.6 million ($0.62 per share), respectively. Distributions paid to stockholders during the three and six months ended June 30, 2025 totaled $35.5 million ($0.38 per share) and $71.1 million ($0.76 per share), respectively. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through June 30, 2026 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2026. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board.

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. Currently, we have substantial net capital loss carryforwards and consequently do not expect to generate cumulative net capital gains in the foreseeable future.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.

With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

PIK Income

For the three and six months ended June 30, 2026, PIK income totaled $4.2 million and $8.1 million on total investment income of $68.2 million and $140.1 million, respectively. For the three and six months ended June 30, 2025, PIK income totaled $5.2 million and $9.9 million on total investment income of $81.2 million and $159.9 million, respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the consolidated financial statements for more information on the Company’s PIK income.

Related Party Transactions

See Note 3 to the consolidated financial statements for information on the Company’s related party transactions.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.

 

Investment Valuation Risk

Because there is not a readily available market value for most of the investments in our portfolio, we value all of our portfolio investments at fair value as determined in good faith by our Board based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our Board to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). 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. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting estimate” and “—Fair Value Measurements” as well as Notes 2 and 5 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2026, the majority of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Further, our Senior Secured Facility, Class A-1 Notes under the Bethesda CLO 1 and the Notes under MFIC Bethesda CLO 2 LLC bears interest at SOFR rates with no interest rate floors, while our 2026 Notes and 2028 Notes bear interest at a fixed rate.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of June 30, 2026, assuming no changes in our investment and borrowing structure:

Basis Point Change

 

Net Investment Income(1)

 

Net Investment Income Per Share

 

Up 150 basis points

 

$

11.2 million

 

$

 

0.136

 

Up 100 basis points

 

 

7.4 million

 

 

 

0.090

 

Up 50 basis points

 

 

3.7 million

 

 

 

0.045

 

Down 50 basis points

 

 

(3.7) million

 

 

 

(0.045

)

Down 100 basis points

 

 

(7.3) million

 

 

 

(0.089

)

Down 150 basis points

 

 

(10.9) million

 

 

 

(0.133

)

 

 

(1) Net investment income presented in the sensitivity table is after applying a 17.5% performance-based incentive fee.

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026 (the end of the period covered by this report), we, 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 Rule 13a-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our management, including 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 in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized 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 was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us. From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.

 

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The Company adopted the following plans, approved by the Board, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the Securities Exchange Act of 1934 (the “Repurchase Plans”):

 

Date of Agreement/Amendment

 

Maximum Cost of Shares That May Be Repurchased

 

Cost of Shares Repurchased

 

Remaining Cost of Shares That May Be Repurchased

August 5, 2015

 

$

50.0 million

 

$

50.0 million

 

$

— million

December 14, 2015

 

 

50.0 million

 

 

50.0 million

 

 

— million

September 14, 2016

 

 

50.0 million

 

 

50.0 million

 

 

— million

October 30, 2018

 

 

50.0 million

 

 

50.0 million

 

 

— million

February 6, 2019

 

 

50.0 million

 

 

50.0 million

 

 

— million

February 3, 2022

 

 

25.0 million

 

 

25.0 million

 

 

— million

February 25, 2026

 

 

100.0 million

 

 

100.0 million

 

 

— million

Total as of June 30, 2026

 

$

375.0 million

 

$

375.0 million

 

$

— million

The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.

 

Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):

Effective Date

 

Termination Date

 

Amount Allocated to 10b5-1 Repurchase Plans

September 15, 2015

 

November 5, 2015

 

$

5.0 million

January 1, 2016

 

February 5, 2016

 

 

10.0 million

April 1, 2016

 

May 19, 2016

 

 

5.0 million

July 1, 2016

 

August 5, 2016

 

 

15.0 million

September 30, 2016

 

November 8, 2016

 

 

20.0 million

January 4, 2017

 

February 6, 2017

 

 

10.0 million

March 31, 2017

 

May 19, 2017

 

 

10.0 million

June 30, 2017

 

August 7, 2017

 

 

10.0 million

October 2, 2017

 

November 6, 2017

 

 

10.0 million

January 3, 2018

 

February 8, 2018

 

 

10.0 million

June 18, 2018

 

August 9, 2018

 

 

10.0 million

September 17, 2018

 

October 31, 2018

 

 

10.0 million

December 12, 2018

 

February 7, 2019

 

 

10.0 million

February 25, 2019

 

May 17, 2019

 

 

25.0 million

March 18, 2019

 

May 17, 2019

 

 

10.0 million

June 4, 2019

 

August 7, 2019

 

 

25.0 million

June 17, 2019

 

August 7, 2019

 

 

20.0 million

September 16, 2019

 

November 6, 2019

 

 

20.0 million

December 6, 2019

 

February 5, 2020

 

 

25.0 million

December 16, 2019

 

February 5, 2020

 

 

15.0 million

March 12, 2020

 

March 19, 2020

 

 

20.0 million

March 30, 2021

 

May 21, 2021

 

 

10.0 million

June 16, 2021

 

November 5, 2021

 

 

10.0 million

December 16, 2021

 

August 3, 2022

 

 

5.0 million

December 27, 2022

 

February 22, 2023

 

 

10.0 million

March 16, 2026

 

April 13, 2026

 

 

80.0 million

 

The following table presents information with respect to the Company’s purchases of its common stock for each month in the three month period ended June 30, 2026:

 

Month

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share*

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans(1)

 

 

Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans(1)

 

April 1-April 30, 2026

 

 

2,755,221

 

 

$

 

11.58

 

 

 

2,755,221

 

 

$

0.0

 

May 1-May 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 1-June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

2,755,221

 

 

$

 

11.58

 

 

 

2,755,221

 

 

 

 

 

 

(1) On February 26, 2026, the Company announced that its Board approved the repurchase of up to $100 million of the Company’s common stock (the “Repurchase Plan”), as a supplement to the existing availability under the then current outstanding share repurchase authorization. The Repurchase Plan did not have an expiration date but as of June 30, 2026, there was no remaining authorized value of shares available to be repurchased under the Repurchase Plan. Under the Repurchase Plan, the Company was authorized but not obligated to, repurchase its outstanding common stock in the open market from time to time, at certain thresholds below net asset value per share (including in accordance with Rule 10b5-1 of the Exchange Act) provided that the Company complied with the prohibitions under its insider trading policies and the requirements of Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints.

 

* The average price per share is inclusive of commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

Item 6. Exhibits

(a)
Exhibits

3.1(a)

Articles of Amendment and Restatement (1)

3.2

Sixth Amended and Restated Bylaws (2)

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

101.INS

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

104

Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

_________________________

* Filed herewith.

(1)
Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on August 12, 2022.
(2)
Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on August 12, 2022.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 5, 2026.

 

MIDCAP FINANCIAL INVESTMENT CORPORATION

 

 

 

 

By:

/s/ TANNER POWELL

 

Tanner Powell

 

Chief Executive Officer

 

(Principal Executive Officer)

 

 

 

 

By:

/s/ KENNETH SEIFERT

 

Kenneth Seifert

 

Chief Financial Officer and Treasurer

 

(Principal Financial Officer)

 

 

 

 

By:

/s/ JOSEPH DURKIN

 

Joseph Durkin

 

Chief Accounting Officer

 

(Principal Accounting Officer)