Item 1A. Risk Factors

You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. Any such risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

There have been no material changes during the six months ended June 30, 2026 to the risk factors previously disclosed in our Annual Report on Form 10-K for the Annual Period ended December 31, 2025 (filed with the SEC on March 30, 2026), except as set forth below. If any such changes or risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our securities could decline, and you may lose all or part of your investment.

Risks Related to U.S. Federal Income Tax

We failed to satisfy the qualifying income requirement applicable to RICs for our 2024 Taxable Year and our 2025 Taxable Year, and we may become subject to entity-level U.S. federal income tax if we are unable to cure this failure or otherwise maintain our qualification as a RIC under Subchapter M of the Code.

To maintain our qualification as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The source-of-income requirement is satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources. We determined that we failed to satisfy this qualifying income requirement for our short taxable year ended December 31, 2024 and for our taxable year ended December 31, 2025, as a result of gross income allocated to us by Arborworks Acquisition, LLC, an underlying portfolio investment, that did not constitute qualifying income under Section 851(b)(2) of the Code. We believe that we are eligible to rely on and intend to rely on the cure provisions of Section 851(i) of the Code, which permit a RIC to cure a qualifying income failure by disclosing the failure to the Internal Revenue Service (the “IRS”) and paying an additional tax based on the amount of nonqualifying income. We have submitted a request to the IRS for a closing agreement confirming that we will be treated as having satisfied the qualifying income requirement and thus maintained our RIC qualification for the affected taxable years. We estimate that the additional tax payable in connection with the requested cure would be $0.9 million for the taxable year ended December 31, 2025 and $1.1 million for the short taxable year ended December 31, 2024. There can be no assurance that the IRS will grant the requested closing agreement or agree that our failure was due to reasonable cause and not willful neglect. If the IRS does not grant relief under Section 851(i), we would fail to qualify as a RIC for the affected taxable years and would become subject to entity-level U.S. federal income tax on our taxable income for those years, which could substantially reduce our net assets and the amount available for distribution to our stockholders. Risks Related to U.S. Federal Income Tax We failed to satisfy the qualifying income requirement applicable to RICs for our 2024 Taxable Year and our 2025 Taxable Year, and we may become subject to entity-level U.S. federal income tax if we are unable to cure this failure or otherwise maintain our qualification as a RIC under Subchapter M of the Code. To maintain our qualification as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The source-of-income requirement is satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources. We determined that we failed to satisfy this qualifying income requirement for our short taxable year ended December 31, 2024 and for our taxable year ended December 31, 2025, as a result of gross income allocated to us by Arborworks Acquisition, LLC, an underlying portfolio investment, that did not constitute qualifying income under Section 851(b)(2) of the Code. We believe that we are eligible to rely on and intend to rely on the cure provisions of Section 851(i) of the Code, which permit a RIC to cure a qualifying income failure by disclosing the failure to the Internal Revenue Service (the “IRS”) and paying an additional tax based on the amount of nonqualifying income. We have submitted a request to the IRS for a closing agreement confirming that we will be treated as having satisfied the qualifying income requirement and thus maintained our RIC qualification for the affected taxable years. We estimate that the additional tax payable in connection with the requested cure would be $0.9 million for the taxable year ended December 31, 2025

and $1.1 million for the short taxable year ended December 31, 2024. There can be no assurance that the IRS will grant the requested closing agreement or agree that our failure was due to reasonable cause and not willful neglect. If the IRS does not grant relief under Section 851(i), we would fail to qualify as a RIC for the affected taxable years and would become subject to entity-level U.S. federal income tax on our taxable income for those years, which could substantially reduce our net assets and the amount available for distribution to our stockholders.

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

Unregistered Sales of Equity Securities

During the three months ended June 30, 2026, we did not issue shares of common stock under our dividend reinvestment plan. Issuances under our dividend reinvestment plan are not subject to the registration requirements under the Securities Act. No cash payments were made for shares of common stock issued under our dividend reinvestment plan during the three months ended June 30, 2026.

Issuer Purchases of Equity Securities

None.