Advanced Flower Capital Inc. 10-Q

Item 1. Financial Statements ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (unaudited) As of June 30, 2026 Assets Non-controlled, non-affiliated investments at fair value (cost of $ 354,320,536 ) $ 289,763,599 Cash and cash equivalents 106,508,623 Interest receivable 1,717,513 Prepaid expenses and other assets 1,728,446 Total assets $ 399,718,181 Liabilities Accrued interest $ 975,398 Distribution payable 1,134,883 Management fee payable 902,372 Income based incentive fee payable 738,455 Accrued direct administrative expenses 995,450 Director fees payable 63,750 Accounts payable and other liabilities 1,036,803 Amounts payable for common stock repurchased 26,234 Senior notes payable, net 76,575,336 Line of credit payable 110,000,000 Line of credit payable to affiliate 20,000,000 Total liabilities 212,448,681 Commitments and contingencies (Note 8) Net assets Common stock, par value $ 0.01 per share, 50,000,000 shares authorized; 22,689,438 shares issued and outstanding at June 30, 2026 226,894 Additional paid-in capital 255,928,446 Distributable (loss) earnings ( 68,885,840 ) Total net assets 187,269,500 Total liabilities and net assets $ 399,718,181 Net asset value per share $ 8.25 See accompanying notes to the consolidated financial statements 1 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED BALANCE SHEET As of December 31, 2025 Assets Loans held for investment at fair value (cost of $ 53,744,253 ) $ 26,080,763 Loans held for investment at carrying value, net 253,625,119 Current expected credit loss reserve ( 46,059,838 ) Loans held for investment at carrying value, net of current expected credit loss reserve 207,565,281 Cash and cash equivalents 38,605,507 Interest receivable 899,382 Prepaid expenses and other assets 2,443,814 Total assets $ 275,594,747 Liabilities Accrued interest $ 763,180 Current expected credit loss reserve 76,469 Accrued management and incentive fees 716,181 Accrued direct administrative expenses 374,852 Accounts payable and other liabilities 773,585 Senior notes payable, net 76,322,493 Line of credit payable 21,000,000 Total liabilities 100,026,760 Commitments and contingencies (Note 8) Shareholders’ equity Preferred stock, par value $ 0.01 per share, 10,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 — Common stock, par value $ 0.01 per share, 50,000,000 shares authorized; 23,528,844 shares issued and outstanding at December 31, 2025 235,288 Additional paid-in capital 258,694,609 Accumulated (deficit) earnings ( 83,361,910 ) Total shareholders’ equity 175,567,987 Total liabilities and shareholders’ equity $ 275,594,747 See accompanying notes to the consolidated financial statements 2 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) Three months ended June 30, 2026 Six months ended June 30, 2026 Investment income: From non-controlled/non-affiliated investments: Interest income $ 7,908,745 $ 15,579,535 Payment-in-kind interest income 783,060 1,115,700 Other income — 1,809,788 Total investment income 8,691,805 18,505,023 Expenses: Interest expense 1,921,879 3,648,419 Management fee 1,078,792 2,052,027 Incentive fee on net investment income 738,455 1,762,180 General and administrative expenses 1,017,310 1,877,806 Director fees 63,750 127,550 Professional fees 356,055 819,966 Total expenses 5,176,241 10,287,948 Management fee rebate ( 176,420 ) ( 410,408 ) Net expenses 4,999,821 9,877,540 Net investment income before taxes 3,691,984 8,627,483 Income tax expense 210,696 320,064 Net investment income 3,481,288 8,307,419 Net change in unrealized appreciation on investments 2,124,417 9,242,860 Provision for taxes on unrealized appreciation on investments ( 245,657 ) ( 762,884 ) Net unrealized gain on investments, net of taxes 1,878,760 8,479,976 Net increase in net assets resulting from operations $ 5,360,048 $ 16,787,395 Per share data: Basic and diluted net investment income per share $ 0.15 $ 0.36 Basic and diluted net increase in net assets resulting from operations per share $ 0.23 $ 0.72 Basic and diluted weighted average shares of common stock outstanding 23,198,863 23,362,942 See accompanying notes to the consolidated financial statements 3 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) Three months ended June 30, 2025 Six months ended June 30, 2025 Revenue: Interest income $ 8,061,509 $ 16,519,757 Interest expense ( 1,858,174 ) ( 3,673,445 ) Net interest income 6,203,335 12,846,312 Expenses: Management and incentive fees, net (less rebate of $ 260,742 and $ 389,322 , respectively) 680,358 1,496,548 General and administrative expenses 845,750 1,580,707 Stock-based compensation 484,502 1,038,251 Professional fees 361,104 733,040 BDC conversion expenses 226,780 226,780 Total expenses 2,598,494 5,075,326 Provision for current expected credit losses ( 15,851,566 ) ( 15,152,142 ) Change in unrealized losses on loans at fair value, net ( 1,055,970 ) ( 1,741,448 ) Net loss before income taxes ( 13,302,695 ) ( 9,122,604 ) Income tax benefit ( 138,044 ) ( 25,638 ) Net loss $ ( 13,164,651 ) $ ( 9,096,966 ) Earnings per common share: Basic $ ( 0.60 ) $ ( 0.42 ) Diluted $ ( 0.60 ) $ ( 0.42 ) Weighted average number of common shares outstanding: Basic weighted average shares of common stock outstanding 22,114,341 22,106,205 Diluted weighted average shares of common stock outstanding 22,116,886 22,112,769 See accompanying notes to the consolidated financial statements 4 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (unaudited) Three months ended June 30, 2026 Six months ended June 30, 2026 Increase in net assets resulting from operations: Net investment income $ 3,481,288 $ 8,307,419 Net unrealized gain on investments, net of taxes 1,878,760 8,479,976 Net increase in net assets resulting from operations 5,360,048 16,787,395 Distributions to shareholders: Distributions declared ($ 0.05 and $ 0.10 per share, respectively) ( 1,134,883 ) ( 2,311,325 ) Net decrease in net assets resulting from distributions ( 1,134,883 ) ( 2,311,325 ) Share transactions: Repurchases of common stock ( 2,774,557 ) ( 2,774,557 ) Net increase in net assets from share transactions ( 2,774,557 ) ( 2,774,557 ) Total increase in net assets 1,450,608 11,701,513 Net assets, beginning of the period 185,818,892 175,567,987 Net assets, end of the period $ 187,269,500 $ 187,269,500 See accompanying notes to the consolidated financial statements 5 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (unaudited) Three months ended June 30, 2025 Common Stock Additional Paid-In- Capital Accumulated Earnings (Deficit) Total Shareholders’ Equity Shares Amount Balance at March 31, 2025 22,596,007 $ 225,960 $ 252,416,881 $ ( 51,842,351 ) $ 200,800,490 Stock-based compensation, net of forfeitures ( 896 ) ( 9 ) 484,511 — 484,502 Dividends declared on common shares ($ 0.15 per share) — — — ( 3,389,267 ) ( 3,389,267 ) Net loss — — — ( 13,164,651 ) ( 13,164,651 ) Balance at June 30, 2025 22,595,111 $ 225,951 $ 252,901,392 $ ( 68,396,269 ) $ 184,731,074 Six months ended June 30, 2025 Common Stock Additional Paid-In- Capital Accumulated Earnings (Deficit) Total Shareholders’ Equity Shares Amount Balance at December 31, 2024 22,332,927 $ 223,329 $ 251,865,763 $ ( 50,712,954 ) $ 201,376,138 Stock-based compensation, net of forfeitures 262,184 2,622 1,035,629 — 1,038,251 Dividends declared on common shares ($ 0.38 per share) — — — ( 8,586,349 ) ( 8,586,349 ) Net loss — — — ( 9,096,966 ) ( 9,096,966 ) Balance at June 30, 2025 22,595,111 $ 225,951 $ 252,901,392 $ ( 68,396,269 ) $ 184,731,074 See accompanying notes to the consolidated financial statements 6 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Six months ended June 30, 2026 Operating activities: Net increase in net assets resulting from operations $ 16,787,395 Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: Net change in unrealized appreciation on investments ( 9,242,860 ) Net accretion of discount on investments ( 1,891,324 ) Amortization of deferred financing costs - revolving credit facilities 117,062 Amortization of deferred financing costs - senior notes 270,343 Payment-in-kind interest ( 1,106,637 ) Purchases of investments ( 94,935,094 ) Proceeds from principal repayments and sale of investments 50,981,891 Changes in operating assets and liabilities: Interest receivable ( 818,131 ) Prepaid expenses and other assets 706,551 Accrued interest 212,218 Management fee payable 186,191 Income based incentive fee payable 738,455 Accrued direct administrative expenses 620,598 Accounts payable and other liabilities 326,968 Net cash used in operating activities ( 37,046,374 ) Cash flows from financing activities: Payment of financing costs ( 125,745 ) Borrowings on revolving credit facilities 312,700,000 Repayments on revolving credit facilities ( 203,700,000 ) Distributions paid to common shareholders ( 1,176,442 ) Repurchases of common stock ( 2,748,323 ) Net cash provided by financing activities 104,949,490 Net increase in cash and cash equivalents 67,903,116 Cash and cash equivalents, beginning of period 38,605,507 Cash and cash equivalents, end of period $ 106,508,623 Supplemental disclosure of non-cash activity: OID withheld from funding of loans $ 2,049,840 Distributions declared and not yet paid $ 1,134,883 Payable for common stock repurchased $ 26,234 Supplemental information: Interest paid during the period $ 3,048,796 Income taxes paid (net of refunds received) during the period $ 107,792 See accompanying notes to the consolidated financial statements 7 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Six months ended June 30, 2025 Operating activities: Net loss $ ( 9,096,966 ) Adjustments to reconcile net income to net cash provided by operating activities: Provision for current expected credit losses 15,152,142 Change in unrealized losses on loans at fair value, net 1,741,448 Accretion of deferred loan original issue discount and other discounts ( 1,828,874 ) Amortization of deferred financing costs - revolving credit facility 169,393 Amortization of deferred financing costs - senior notes 313,030 Stock-based compensation 1,038,251 Payment-in-kind interest ( 266,550 ) Changes in operating assets and liabilities: Interest receivable 405,310 Prepaid expenses and other assets ( 448,170 ) Accrued interest 46,601 Accrued management and incentive fees, net ( 1,251,888 ) Accrued direct administrative expenses ( 520,473 ) Accounts payable and other liabilities 228,111 Net cash provided by operating activities 5,681,365 Cash flows from investing activities: Issuance of and fundings on loans ( 29,183,647 ) Principal repayment of loans 25,635,763 Net cash used in investing activities ( 3,547,884 ) Cash flows from financing activities: Payment of financing costs ( 166,928 ) Borrowings on revolving credit facilities 35,500,000 Repayments on revolving credit facilities ( 125,100,000 ) Dividends paid to common shareholders ( 12,566,948 ) Net cash used in financing activities ( 102,333,876 ) Net decrease in cash and cash equivalents ( 100,200,395 ) Cash and cash equivalents, beginning of period 103,610,460 Cash and cash equivalents, end of period $ 3,410,065 Supplemental disclosure of non-cash activity: OID withheld from funding of loans $ 795,000 Dividends declared and not yet paid $ 3,389,267 Supplemental information: Interest paid during the period $ 3,144,421 Income taxes paid (net of refunds received) during the period $ 185,668 See accompanying notes to the consolidated financial statements 8 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED SCHEDULE OF INVESTMENTS As of June 30, 2026 (unaudited) Company (1)(2) Reference Rate and Spread (3) Interest Rate (3) Maturity Date (4) Principal (5)(6) Amortized Cost (5) Fair Value (7) % of Net Assets Non-controlled, non-affiliated debt investments Cannabis Devi Holdings Inc. (8)(9) Cash 13.00 % + 2.50 % PIK 15.5 % 5/8/2024 $ 40,556,808 $ 37,689,377 $ 18,858,916 MI Opportunity Fund I, LLC Fixed 10.0 % 12/8/2028 5,692,469 4,513,469 4,502,743 Trulieve Cannabis Corp. Fixed 10.5 % 12/17/2030 5,000,000 5,000,000 5,275,000 Justice Cannabis Company (9)(10) Prime + 10.25 % 17.0 % 5/1/2026 78,768,556 77,323,709 41,983,641 DMA Holdings (MA), LLC (11) SOFR (M) + Cash 12.00 % + 2.00 % PIK 17.7 % 5/3/2027 12,195,762 11,513,143 5,073,437 Story of Natures Medicine LLC Fixed 15.0 % 7/31/2026 20,599,497 20,466,484 20,388,351 High End Holdings LLC SOFR (M) + 8.00 % 12.5 % 12/15/2027 17,949,462 17,612,930 14,862,154 High End Holdings LLC SOFR (M) + 8.00 % 12.5 % 12/15/2027 15,973,647 15,676,947 13,226,180 Theratrue, Inc. SOFR (M) + 8.75 % 13.8 % 9/1/2028 7,970,970 7,732,637 7,528,581 Story of Maryland LLC SOFR (M) + 7.50 % 12.0 % 11/1/2027 29,394,299 29,039,704 29,262,025 Story of Ohio LLC Fixed 14.0 % 11/1/2027 14,269,167 14,070,969 14,269,167 Standard Wellness Company, LLC Cash 12.50 % + 1.50 % PIK 14.0 % 4/1/2029 13,098,326 12,828,301 12,980,441 Cresco Labs, LLC Fixed 12.5 % 8/13/2030 10,000,000 9,673,333 10,200,000 271,468,963 263,141,003 198,410,636 105.9 % Commercial & Professional Services STAT Buyer, LLC SOFR (M) + 8.50 % 12.2 % 2/1/2031 57,600,000 56,500,000 56,620,800 30.2 % Insurance BCIS AH Borrower LLC (12) Cash 7.50 % + 9.00 % PIK 16.5 % 2/1/2030 30,386,082 29,710,537 29,763,167 15.9 % Leisure Products Kristoff Parent, LLC Fixed 15.0 % 10/18/2031 2,571,875 2,517,330 2,517,330 Kristoff Buyer, LLC SOFR (Q) + 5.75 % 9.5 % 4/21/2031 2,500,000 2,451,666 2,451,666 $ 5,071,875 $ 4,968,996 $ 4,968,996 2.7 % Total investments (13) $ 364,526,920 $ 354,320,536 $ 289,763,599 154.7 % 9 Index (1) The Company’s investments are all first lien senior term loans that are geographically located in the United States. (2) All debt investments are income producing unless otherwise indicated. (3) As of June 30, 2026, the floating benchmark rates included one-month (“M”) and three-month (“Q”) Secured Overnight Financing Rate (“SOFR”) and U.S. prime. One-month SOFR was quoted at 3.7 % and subject to a weighted average floor of 3.7 % based on outstanding principal. Three-month SOFR was quoted at 3.7 % and subject to a weighted average floor of 2.5 % based on outstanding principal. U.S. prime rate was quoted at 6.75 % and subject to a weighted average floor of 4.5 % based on outstanding principal. (4) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. (5) The difference between the amortized cost and the outstanding principal amount of the investments consists of unaccreted original issue discount and loan origination costs. (6) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. Refer to Note 8 for more information on the Company’s unfunded commitments. (7) Refer to Note 5. (8) Effective March 1, 2024, the Company placed the investment on nonaccrual status. The maturity date passed without repayment. (9) Represents co-investments made with the Company’s affiliates. Refer to Note 3 Related Party Transactions. (10) Effective December 1, 2023, the Company placed the investment on nonaccrual status. The maturity date passed without repayment. (11) Effective December 1, 2023, the Company placed the investment on nonaccrual status. (12) The loan bears cash interest at a rate of 7.5 % and 9.0 % interest paid-in kind, with the option for the borrower to elect to pay cash interest at a rate of 5.5 % and 13.0 % interest paid-in kind until the end of the fiscal quarter following the first anniversary of the initial closing date. (13) Unless otherwise indicated, all of the Company’s investments or a portion thereof are pledged as collateral under the Revolving Credit Facility. See Note 7 “Debt” included in these consolidated financial statements. See accompanying notes to the consolidated financial statements 10 Index ADVANCED FLOWER CAPITAL INC. CONSOLIDATED SCHEDULE OF INVESTMENTS As of December 31, 2025 (unaudited) 1 Company (1)(2) Reference Rate and Spread (3) Interest Rate (3) Maturity Date (4) Principal (5)(6) Amortized Cost (5) Fair Value (7) % of Net Assets Debt investments Cannabis Devi Holdings Inc. (8)(9) Cash 13.00 % + 2.50 % PIK 15.5 % 5/8/2024 $ 46,790,684 $ 43,923,253 $ 16,259,763 MI Opportunity Fund I, LLC Fixed 10.0 % 12/8/2028 6,000,000 4,821,000 4,821,000 Trulieve Cannabis Corp. Fixed 10.5 % 12/17/2030 5,000,000 5,000,000 5,000,000 Justice Cannabis Company (9)(10) Fixed 12.5 % 5/1/2026 78,768,556 77,323,709 43,907,721 DMA Holdings (MA), LLC (10) SOFR + Cash 12.00 % + 2.00 % PIK 17.7 % 5/3/2027 12,195,762 11,513,143 5,451,148 Bloom Hold Co. SOFR + 8.00 % 13.0 % 5/1/2026 25,146,957 25,029,524 25,029,524 Story of Natures Medicine LLC Fixed 9.0 % 7/31/2026 23,599,497 22,668,405 22,043,979 High End Holdings LLC SOFR + 8.00 % 12.5 % 4/1/2028 19,327,505 18,888,550 15,775,932 High End Holdings LLC SOFR + 8.00 % 12.5 % 4/1/2028 17,200,000 16,813,000 14,038,855 Gron Holdings, Inc. SOFR + 8.50 % 13.5 % 6/1/2028 5,358,890 5,111,731 5,111,731 Theratrue, Inc. SOFR + 8.75 % 13.8 % 9/1/2028 7,479,626 7,186,293 7,051,381 Story of Maryland LLC SOFR + 7.50 % 12.0 % 11/1/2027 33,179,518 32,691,950 32,691,950 Story of Ohio LLC Fixed 14.0 % 3/1/2028 15,000,000 14,736,486 14,736,486 Standard Wellness Company, LLC Cash 12.50 % + 1.50 % PIK 14.0 % 4/1/2029 12,370,245 12,028,995 12,016,772 Cresco Labs, LLC Fixed 12.5 % 8/13/2030 10,000,000 9,633,333 9,633,333 Total investments (11) $ 317,417,240 $ 307,369,372 $ 233,569,575 133.0 % (1) The Company’s investments are all first lien senior term loans that are geographically located in the United States. (2) All debt investments are income producing unless otherwise indicated. (3) As of December 31, 2025 , the floating benchmark rate included one-month Secured Overnight Financing Rate (“SOFR”) quoted at 3.7 % and subject to a weighted average floor of 4.3 % based on outstanding principal. (4) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. 1 The consolidated schedule of investments as of December 31, 2025 is presented for comparative purposes only and is unaudited. The Company was not regulated as a business development company as of December 31, 2025 and therefore did not include a consolidated schedule of investments in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The December 31, 2025 data presented herein has been prepared by management to conform to the investment company presentation requirements of Article 6 of Regulation S-X and has not been audited in this form. 11 Index (5) The difference between the amortized cost and the outstanding principal amount of the investments consists of unaccreted original issue discount and loan origination costs. (6) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. Refer to Note 8 for more information on the Company’s unfunded commitments. (7) Refer to Note 5. (8) Effective March 1, 2024, the Company placed the investment on nonaccrual status. The maturity date passed without repayment. (9) Represents co-investments made with the Company’s affiliates. Refer to Note 3 Related Party Transactions. (10) Effective December 1, 2023, the Company placed the investment on nonaccrual status. (11) Unless otherwise indicated, all of the Company’s investments or a portion thereof are pledged as collateral under the Revolving Credit Facility. See Note 7 “Debt” included in these consolidated financial statements. See accompanying notes to the consolidated financial statements 12 Index ADVANCED FLOWER CAPITAL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2026 (unaudited) 1. ORGANIZATION Advanced Flower Capital Inc. (the “Company” or “AFC”) is a Maryland corporation and an institutional lender that originates, structures, underwrites, and manages senior secured loans and other debt investments. The Company is externally managed by AFC Management, LLC (the “Adviser”) pursuant to an investment advisory agreement (the “Advisory Agreement”) . Effective January 1, 2026, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, the Company is now subject to the regulatory framework applicable to BDCs under the 1940 Act, including requirements relating to portfolio composition, asset coverage, affiliate transactions, governance, and compliance. For U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2026. The Company’s primary investment focus is on senior secured lending to lower middle market companies across industries. Prior to its election to be regulated as a BDC, the Company primarily focused on senior secured lending, including loans to cannabis industry operators in states that have legalized medical and/or adult-use cannabis. In August 2025, the Company expanded its investment strategy to include senior secured lending to companies ancillary to the cannabis industry, as well as to companies outside of the cannabis industry. These investments are generally held for investment and are typically secured, directly or indirectly, by real estate, equipment, cash flows, licenses (where applicable), and other borrower assets, depending on applicable laws and regulations governing such borrowers. The Company operates in one operating segment. The Company’s objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation, primarily by sourcing, underwriting, structuring and funding loans to lower middle market companies across a broad range of industries. The Company has formed wholly-owned subsidiaries, AFCG TRS1, LLC and TCGDL LLC, to facilitate certain investment and operational activities. The financial statements of these subsidiaries are consolidated in the Company’s consolidated financial statements. 2. SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and results of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”), which were prepared when the Company operated as a real estate investment trust (“REIT”) and prior to its election to be regulated as a BDC (“pre-Conversion”). Refer to Note 2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes or (iii) the Company views as critical as of the date of this Quarterly Report on Form 10-Q. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q, Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with GAAP are omitted. Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. 13 Index As of January 1, 2026, the Company is an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies in ASC 946 and SEC Regulation S-X. As the Company is an investment company, portfolio investments held by the Company and its subsidiaries are not consolidated into the consolidated financial statements. The portfolio investments held by the Company and its subsidiaries are included on the consolidated statement of assets and liabilities as investments at fair value. Effective January 1, 2026, the Company elected to be regulated as a BDC under the 1940 Act and adopted investment company accounting. As a result, the Company adopted ASC 946 from its prior accounting as a REIT to investment company accounting, which requires, among other things, that investments be carried at fair value with changes in fair value recognized in the consolidated statement of operations. Due to the prospective application of a change in accounting as required under ASC 946-10-25-3, the Company has determined that the presentation of its consolidated financial statements for periods beginning after December 31, 2025 are not comparable to the consolidated financial statements previously prepared for prior periods for which the Company did not apply ASC 946. As a result, the Company has provided separate consolidated financial statements for applicable prior periods in Item 1 of this Quarterly Report on Form 10-Q. Reclassifications and Presentation Effective January 1, 2026, the Company prospectively adopted ASC 946. Upon its change in status, the following significant changes and elections were made: • Loans previously held for investment at carrying value with related current expected credit loss reserves are now measured at fair value under ASC 946. The opening balance sheet adjustment was $ 207,488,812 . There was no impact to opening accumulated earnings related to this change; • Inclusion of consolidated schedule of investments; and • Change in presentation of consolidated statement of cash flows to align with investment company activities. The unaudited interim consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. The Company’s results of operations for each of the three and six months ended June 30, 2026 are not necessarily indicative of the results that may ultimately be realized for the full fiscal year ending December 31, 2026. Valuation of Portfolio Investments The Adviser shall value the investments owned by the Company, subject at all times to the oversight of the Company’s Board of Directors (the “Board” or the “Board of Directors”). The Adviser shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Adviser as “valuation designee” to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value. With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Adviser will typically undertake a multi-step valuation process. The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below: 14 Index • Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. • Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement. A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided. Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment. The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material. Use of Estimates in the Preparation of the Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the valuation of loans held for investment at fair value. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is not expected to have a material impact on the Company’s consolidated financial statements. 3. RELATED PARTY TRANSACTIONS Advisory Agreement Effective January 1, 2026, in connection with the Company’s conversion to a BDC (the “Conversion”), the Company entered into an Advisory Agreement with the Adviser, pursuant to which the Adviser serves as the Company’s investment adviser. As of such date, the Advisory Agreement replaced the prior management agreement between the Company and AFC Management, LLC, as amended (the “Management Agreement”) (in such capacity under the Management Agreement, the “Manager”), which ceased to govern our operations as of that date, and we became managed pursuant to the Advisory Agreement and an administration agreement (the “Administration Agreement”) entered into with AFC Management, LLC (in its capacity as administrator under the Administration Agreement, the “Administrator”). Pursuant to the Advisory Agreement, the Adviser manages the investment activities and day-to-day operations of the Company, subject to the oversight of the Board and in accordance with the requirements of the 1940 Act. The Advisory 15 Index Agreement was approved by our Board of Directors, including a majority of the Directors who are not “interested persons” of the Company (as such term is defined in the 1940 Act) (the “Independent Directors”), and by our shareholders at a special meeting of shareholders held on November 6, 2025. The Advisory Agreement remains subject to the terms, conditions, and termination provisions set forth therein and to applicable requirements under the 1940 Act. Adviser Compensation subsequent to January 1, 2026 The following compensation arrangements under the Advisory Agreement took effect on January 1, 2026. The Adviser receives base management fees (the “Management Fee”) that are calculated at a quarterly rate of 0.375 % of the average value of our average of gross assets at the end of the two most recently completed calendar quarters (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter; less 50 % of the a ggregate amount of any other fees (“Outside Fees”), including any agency fees relating to our investments, but excluding the incentive fees payable to the Adviser (as defined below) and any diligence fees paid and earned by the Adviser and paid by third parties in connection with the Adviser’s due diligence of potential investments; provided further, that the Management Fee will be calculated at an annual rate equal to 1.00 % of the average value of our gross assets (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter that exceeds an amount equal to the product of (i) 200 % and (ii) our net asset value at the end of the most recently completed calendar quarter. In addition to the Management Fee, pursuant to the Advisory Agreement, the Company will pay the Adviser an incentive fee consisting of two parts (the “Incentive Fees”). The first part is determined and paid quarterly based on the Company’s pre-incentive fee net investment income in respect of the current calendar quarter and the three preceding calendar quarters (or the appropriate portion thereof in the case of any of the Company’s first three calendar quarters following the effective date of the Advisory Agreement (the “Trailing Four Quarters”), and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Advisory Agreement. (i) Income based incentive fee Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Management Fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the Incentive Fees. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Adviser is not obligated to return to the Company the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash. For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income will be compared to a new hurdle rate (the “New Hurdle Rate”) equal to the product of (i) 1.5 % per quarter ( 6.0 % annualized) and (ii) the sum of the Company’s net assets at the beginning of each applicable calendar quarter comprising the relevant Trailing Four Quarters. The New Hurdle Rate will be calculated after making appropriate adjustments to our net asset value at the beginning of each applicable calendar quarter for all issuances by us of shares of common stock, including issuances pursuant to any dividend reinvestment plan, and distributions during the applicable calendar quarter. The Company will pay the Adviser an incentive fee based on income with respect to its pre-incentive fee net investment income as follows: • no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters does not exceed the New Hurdle Rate in respect of the relevant Trailing Four Quarters; • 100 % of pre-incentive fee net investment income in respect that portion of such pre-incentive fee net investment income, if any, that exceeds the New Hurdle Rate but is less than 1.8182 % in any calendar quarter ( 7.2728 % annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the New Hurdle Rate but is less than 1.8182 %) as the catch-up (the “New Catch-Up”). The New Catch-Up is meant to provide the Adviser with approximately 17.5 % of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182 % in any calendar quarter; and 16 Index • 17.5 % of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds 1.8182 % in respect of the relevant Trailing Four Quarters ( 7.2728 % annualized), which reflects that once the New Hurdle Rate is reached and the New Catch-Up is achieved, 17.5 % of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds the New Catch-Up amounts is paid to the Adviser. These calculations are adjusted for all issuances by the Company of shares of its common stock, including issuances pursuant to any dividend reinvestment plan and distributions during the applicable calendar quarter. There was $ 0.7 million and $ 1.8 million of Incentive Fees on net investment income, respectively, for the three and six months ended June 30, 2026. (ii) Capital gains incentive fee The incentive fee on capital gains is calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Advisory Agreement in an amount equal to 17.5 % of the Company’s realized capital gains, if any, on a cumulative basis from January 1, 2026 (the date on which the Company elected to be regulated as a BDC under the 1940 Act) through the end of a given calendar year or upon the termination of the Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the capital gains incentive fee. With respect to investments the Company held at the time of the Conversion, such investments, for purposes of calculating the capital gains incentive fee, shall have a cost basis equal to the fair market value as of the date of the Conversion. See “ Part 1, Item 1—Business—Adviser Compensation subsequent to January 1, 2026 ” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information. For each of the three and six months ended June 30, 2026, there was no Incentive Fees on capital gains. Manager Compensation prior to January 1, 2026 The Manager received base management fees (the “Base Management Fee”) that were calculated and payable quarterly in arrears, in an amount equal to 0.375 % of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, less 50 % of the aggregate amount of any Outside Fees, including any agency fees relating to our loans, but excluding the Incentive Compensation (as defined below) and any diligence fees paid to and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential loans. In addition to the Base Management Fee, the Manager was entitled to receive incentive compensation (the “Incentive Compensation”) under the Management Agreement. Under the Management Agreement, the Company paid Incentive Fees to the Manager based upon the Company’s achievement of targeted levels of Core Earnings. “Core Earnings” is defined in the Management Agreement as, for a given period, the net income (loss) for such period, computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that were included in net income for the applicable reporting period, regardless of whether such items were included in other comprehensive income or loss, or in net income and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Independent Directors and approved by a majority of the Independent Directors. See “ Part 1, Item 1—Business—Management Compensation prior to January 1, 2026 ” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information. There was no Incentive Compensation on Core Earnings during the three and six months ended June 30, 2025. Administration Agreement Pursuant to the Administration Agreement, the Administrator performs, or oversees or arranges for the performance of, the Company’s required administrative services, which include, among other things, providing us with office facilities, equipment, clerical, bookkeeping, compliance, and recordkeeping services. In addition, the Administrator conducts relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, 17 Index accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, and other persons in any other capacity deemed by the Administrator to be necessary and desirable. The Administrator will be responsible for the financial and other records that we are required to maintain, and under the 1940 Act, will prepare, print and disseminate reports to shareholders and reports and other materials filed with the SEC. Further, the Administrator is responsible for assisting the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. No separate fee is paid by the Company for the services provided by the Administrator under the Administration Agreement, so long as the Adviser (or an affiliate) continues to serve as the investment adviser to the Company. Notwithstanding the foregoing, the Company will reimburse the Administrator an amount equal to the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to personnel providing finance, tax, accounting, internal audit, legal, risk management, operations, originations, marketing, investor relations, portfolio monitoring and servicing, compliance services and other non-investment personnel of the Adviser and its affiliates as reasonably determined by the Adviser to appropriately reflect the portion of time spent devoted by such personnel to the Company’s affairs, as well as the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Company will also reimburse the Administrator for the reasonably allocated actual costs of administrative services performed by Administrator for the operation of the Company. The Administration Agreement has an initial term expiring on December 31, 2027 unless terminated earlier in accordance with its terms. Thereafter, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Board or the vote of a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Independent Directors. The following table summarizes the related party costs incurred by the Company for the three and six months ended June 30, 2026: Three months ended June 30, 2026 Six months ended June 30, 2026 Affiliate Costs Management fees before rebate $ 1,078,792 $ 2,052,027 Less: outside fees earned ( 176,420 ) ( 410,408 ) Management fees 902,372 1,641,619 Incentive fee on net investment income 738,455 1,762,180 General and administrative expenses reimbursable to Adviser 763,142 1,449,064 Professional fees reimbursable to Adviser 54,927 74,950 Total $ 2,458,896 $ 4,927,813 The amount payable to the Adviser as of June 30, 2026 was approximately $ 2.6 million and is recorded within management fee payable, income based incentive fee payable and accrued direct administrative expenses in the Company’s consolidated statement of assets and liabilities . The Adviser is a wholly-owned subsidiary of Castleground Holdings LLC, a majority of the outstanding equity of which is beneficially owned by certain officers and Directors as of the date of this Quarterly Report on Form 10-Q. 18 Index The following table summarizes the related party costs incurred by the Company under the Management Agreement prior to the Conversion for the three and six months ended June 30, 2025: Three months ended June 30, 2025 Six months ended June 30, 2025 Affiliate Costs Management fees $ 941,100 $ 1,885,870 Less: outside fees earned ( 260,742 ) ( 389,322 ) Base management fees 680,358 1,496,548 Incentive fees earned — — General and administrative expenses reimbursable to Manager 565,349 1,127,845 Professional fees reimbursable to Manager 12,094 18,132 Total $ 1,257,801 $ 2,642,525 The amount payable to the Manager as of December 31, 2025 was approximately $ 1.1 million and is recorded within accrued management fees and incentive fees and accrued direct administrative expenses in the Company’s consolidated balance sheet. Investments in Loans From time to time, the Company may co-invest with other investment vehicles managed by the Adviser or its affiliates, including the Adviser, and their portfolio companies, including by means of splitting loans, participating in loans or other means of syndicating loans. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such loan. Additionally, the Adviser or its affiliates, including AFC Agent LLC (“AFC Agent”), an entity wholly owned by Mr. and Mrs. Tannenbaum, may from time to time serve as administrative and collateral agent to the lenders under the Company’s loans. As of June 30, 2026, there were two co-invested loans held by the Company and affiliates of the Company. Co-Investment Transactions Effective January 1, 2026, in connection with our Conversion to a BDC, we became subject to the co-investment restrictions under the 1940 Act, as amended. In an order dated March 11, 2026, the SEC granted exemptive relief that permits the Company, subject to the satisfaction of certain conditions, to co-invest in certain co-investment transactions with co-filing affiliated investment vehicles, including investments originated and directly negotiated by the Adviser with certain affiliates of the Adviser. Unsecured Revolving Credit Facility with Affiliate In December 2024, the Company entered into the AFCF Credit Facility with AFC Finance LLC, an affiliate of the Company and Mr. and Mrs. Tannenbaum. The AFCF Credit Facility was terminated in April 2025. Refer to Note 7 for more information. In January 2026, the Company entered into the TCGSL Credit Facility with TCGSL LLC, an affiliate of the Company and Mr. and Mrs. Tannenbaum. Refer to Note 7 for more information. 4. INVESTMENTS As of June 30, 2026, the Company’s investment portfolio included 17 loans, comprised of first lien senior term loans that are geographically headquartered in the United States. The aggregate commitment under these loans was approximately $ 378.7 million and outstanding principal was approximately $ 364.5 million as of June 30, 2026. For the six months ended June 30, 2026, the Company funded $ 98.1 million of new loans and additional principal and capitalized PIK and received approximately $ 51.0 million of principal repayments. As of June 30, 2026, on a fair value basis, 55.4 % of performing debt investments bore interest at a floating rate and 44.6 % of performing debt investments bore interest at a fixed rate, respectively. 19 Index The following table summarizes the Company’s investments as of June 30, 2026: As of June 30, 2026 Amortized cost (1) Fair Value (2) First lien senior term loans $ 354,320,536 $ 289,763,599 Total investments $ 354,320,536 $ 289,763,599 (1) The difference between the amortized cost and the outstanding principal amount of the loans consists of unaccreted original issue discount (“OID”) and loan origination costs. (2) Refer to Note 5. The Company uses Global Industry Classification Standards for classifying the industry groupings of its portfolio companies. The industrial composition of the Company’s portfolio at fair value as of June 30, 2026 was as follows: As of June 30, 2026 Investment Type Fair Value % of Total Investments at Fair Value Cannabis $ 198,410,636 68.5 % Insurance 29,763,167 10.3 % Commercial & Professional Services 56,620,800 19.5 % Leisure Products 4,968,996 1.7 % Total investments $ 289,763,599 100.0 % As of June 30, 2026 , the Company had certain investments in three portfolio companies on nonaccrual status, which represented 22.7 % of total debt investments at fair value. As of June 30, 2026 , investments on nonaccrual status had an aggregate amortized cost and fair value of approximately $ 126.5 million and $ 65.9 million , respectively. 5. FAIR VALUE Loans Held for Investment The Company’s loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers where the Company does not own a controlling equity position. Alternative valuation methodologies may be used as appropriate, and can include a market analysis, income analysis, or recovery analysis. To determine fair value using a yield analysis, a current price is imputed for the loan based upon an assessment of the expected market yield for a similarly structured loan with a similar level of risk. In the yield analysis, the Company considers the current contractual interest rate, the maturity and other terms of the loan relative to risk of the company and the specific loan. A key determinant of risk, among other things, is the leverage through the loan relative to the enterprise value of the borrower. As loans held by the Company are substantially illiquid with no active loan market, the Company depends on primary market data, including newly funded loans, as well as secondary market data with respect to high-yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. 20 Index The following table presents fair value measurements of investments and cash and cash equivalents as of June 30, 2026: Fair Value Measurement as of June 30, 2026 Total Level 1 Level 2 Level 3 First lien senior term loans $ 289,763,599 $ — $ — $ 289,763,599 Cash and cash equivalents 106,508,623 106,508,623 — — Total portfolio investments, cash and cash equivalents $ 396,272,222 $ 106,508,623 $ — $ 289,763,599 The following table presents fair value measurements of investments and cash and cash equivalents pre-Conversion as of December 31, 2025: Fair Value Measurement as of December 31, 2025 Total Level 1 Level 2 Level 3 First lien senior term loans $ 26,080,763 $ — $ — $ 26,080,763 Cash and cash equivalents 38,605,507 38,605,507 — — Total portfolio investments, cash and cash equivalents $ 64,686,270 $ 38,605,507 $ — $ 26,080,763 The following table presents changes in investments that use Level 3 inputs as of and for the six months ended June 30, 2026: Six months ended June 30, 2026 Fair value, at December 31, 2025 $ 26,080,763 Conversion fair value adjustment (1) 207,488,812 Net change in unrealized appreciation on investments 9,242,860 Purchases of investments 94,935,094 Proceeds from principal repayments and sales of investments ( 50,981,891 ) Net accretion of discount on investments 1,891,324 PIK interest (2) 1,106,637 Fair value, at June 30, 2026 $ 289,763,599 Net change in unrealized appreciation on investments still held as of June 30, 2026 $ 9,242,860 (1) Refer to Note 2 for more information on the Conversion. (2) During the six months ended June 30, 2026, the Company had three investments with capitalized PIK interest of approximately $ 1.1 million. During the same period, from these investments, the Company collected $ 1.4 million of principal repayments in cash. The following table presents changes in investments that use Level 3 inputs pre-Conversion as of and for the six months ended June 30, 2025 : Six months ended June 30, 2025 Fair value, at December 31, 2024 $ 30,510,804 Change in unrealized losses on loans at fair value, net ( 1,741,448 ) Loan repayments ( 1,922,134 ) Fair value, at June 30, 2025 $ 26,847,222 Net change in unrealized losses on loans still held as of June 30, 2025 $ ( 1,741,448 ) 21 Index The following tables summarize the significant unobservable inputs the Company used to value the loans categorized within Level 3 as of June 30, 2026 and December 31, 2025. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values. As of June 30, 2026 Unobservable Input Asset Category Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average (1) First lien term loan $ 18,858,916 Recovery analysis Recovery rate 44.80 % - 48.20 % 46.50 % 208,372,605 Yield analysis Market yield 10.41 % - 28.21 % 18.28 % 15,475,000 Market quotes Broker/dealer bids or quotes N/A N/A 47,057,078 Market approach Revenue multiple 0.40 x - 0.90 x 0.75 x Total investments $ 289,763,599 As of December 31, 2025 Unobservable Input Asset Category Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average (1) First lien term loan $ 16,259,763 Recovery analysis Recovery rate 31.60 % - 37.90 % 34.75 % 4,821,000 Yield analysis Market yield 19.50 % - 21.50 % 20.50 % 5,000,000 Market quotes Broker/dealer bids or quotes N/A N/A Total investments $ 26,080,763 (1) Unobservable inputs were weighted by the relative fair value of the investments. Changes in market yields, revenue multiples, and recovery rates may change the fair value of certain of the Company’s loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of the Company’s loans, while a decrease in revenue multiples and recovery rates may result in a decrease in the fair value of certain of the Company’s loans. Due to the inherent uncertainty of determining the fair value of loans that do not have a readily available market value, the fair value of the Company’s loans may fluctuate from period to period. Additionally, the fair value of the Company’s loans may differ significantly from the values that would have been used had a ready market existed for such loans and may differ materially from the values that the Company may ultimately realize. Further, such loans are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a loan in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the loans may cause the gains or losses ultimately realized on these loans to be different than the unrealized gains or losses reflected in the valuations currently assigned. Fair Value of Financial Instruments GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the balance sheets, for which it is practicable to estimate that value. 22 Index The following table details the carrying value and fair value of the Company’s debt obligations not recognized at fair value in the unaudited interim consolidated statement of assets and liabilities as of June 30, 2026: As of June 30, 2026 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 106,508,623 $ 106,508,623 Financial liabilities: Senior notes payable, net $ 76,575,336 $ 75,236,700 The following table details the carrying value and fair value of the Company’s financial instruments not recognized at fair value in the consolidated balance sheet as of December 31, 2025: As of December 31, 2025 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 38,605,507 $ 38,605,507 Loans held for investment at carrying value, net $ 253,625,119 $ 207,805,490 Financial liabilities: Senior notes payable, net $ 76,322,493 $ 74,151,000 Cash and cash equivalents have a carrying value which approximates their fair value due to the short-term nature of these instruments. The Company categorizes the fair value measurement of these assets as Level 1. The Company’s loans held for investment are measured using unobservable inputs, or Level 3 inputs. The fair value of the Company’s 2027 Senior Notes is estimated using a market bid technique based on observable inputs of the last available bid price in the market at the end of the period, or Level 2 inputs. 6. INTEREST RECEIVABLE The following table summarizes the interest receivable by the Company as of June 30, 2026: As of June 30, 2026 Interest receivable $ 1,692,473 PIK receivable 25,040 Total interest receivable $ 1,717,513 The following table summarizes the interest receivable by the Company pre-Conversion as of December 31, 2025: As of December 31, 2025 Interest receivable $ 859,123 PIK receivable 15,977 Unused fees receivable 24,282 Total interest receivable $ 899,382 7. DEBT Revolving Credit Facility On April 29, 2022, the Company entered into the Loan and Security Agreement (the “Revolving Credit Agreement”) by and among the Company, the other loan parties from time to time party thereto, the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto, pursuant to which, the Company obtained a $ 80.0 million senior secured revolving credit facility (as amended from time to time, the “Revolving Credit Facility”). The Revolving 23 Index Credit Facility’s initial maturity date of April 29, 2025 was extended to April 29, 2028 under Amendment Number Four to the Revolving Credit Agreement, as described further below. As amended, the Revolving Credit Facility contains aggregate commitments of $ 80.0 million ($ 110.0 million solely during the 2026 temporary increase period (defined below) from a FDIC-insured banking institution (which may be increased up to $ 100.0 million in aggregate, subject to available borrowing base and additional commitments) which may be borrowed, repaid and redrawn, subject to a borrowing base based on eligible loan obligations held by the Company and subject to the satisfaction of other conditions provided under the Revolving Credit Agreement. Interest is payable on the Revolving Credit Facility at the greater of (1) the applicable base rate plus 0.50 % and (2) 7.00 %, as provided in the Revolving Credit Agreement, as amended, payable in cash in arrears. In connection with the Revolving Credit Agreement and related amendments, the Company incurred certain closing costs of approximately $ 0.2 million, which were included in prepaid expenses and other assets on the Company’s consolidated statement of assets and liabilities and amortized over the life of the Revolving Credit Facility. The Company is required to pay certain fees to the agent and the lenders under the Revolving Credit Agreement, including a $ 75.0 thousand agent fee payable to the agent and a 0.25 % per annum loan fee payable ratably to the lenders, in each case, payable on the closing date and on the annual anniversary thereafter. Commencing on the six-month anniversary of the closing date, the Revolving Credit Facility has an unused line fee of 0.25 % per annum, payable semi-annually in arrears, which is included within interest expense in the Company’s unaudited interim consolidated statement of operations. Based on the terms of the Revolving Credit Agreement, the unused line fee is waived if our average revolver usage exceeds the minimum amount required per the Revolving Credit Agreement. During the three and six months ended June 30, 2026, the Company incurred an unused line fee of approximately $ 33.5 thousand and $ 52.9 thousand, respectively. The Company’s obligations under the Revolving Credit Facility are secured by substantially all of the Company’s assets. In addition, the Company is subject to various financial and other covenants, including: (1) liquidity of at least $ 5.0 million, (2) annual debt service coverage of at least 1.5 to 1.0 and (3) secured debt not to exceed 25 % of total consolidated assets of the Company and its subsidiaries. To the best of our knowledge, as of June 30, 2026, we were in compliance in all material respects with all covenants contained in our Revolving Credit Agreement. In January 2026, the Company entered into Amendment Number Six to the Loan and Security Agreement (“Amendment Number Six”), by and among the Company, as borrower, the lenders party thereto, and the lead arranger, bookrunner and administrative party thereto. Amendment Number Six, among other things, includes provisions relevant in light of the Company’s conversion from a REIT to a BDC. In March 2026, the Company entered into Amendment Number Seven to the Loan and Security Agreement (“Amendment Number Seven”), by and among the Company, as borrower, the lenders party thereto and the lead arranger, bookrunner and administrative agent party thereto. Amendment Number Seven, among other things, added TCGDL LLC, a subsidiary of the Company, as a borrower under the Revolving Credit Facility and amended certain provisions related to the inclusion of TCGDL LLC as a Borrower. In March 2026, the Company entered into Amendment Number Eight to the Loan and Security Agreement (“Amendment Number Eight”), by and among the Company, as borrower, the lenders party thereto, and the lead arranger, bookrunner and administrative party thereto. Amendment Number Eight, among other things, increased the commitment from the lenders by $ 56.0 million, from $ 50.0 million to $ 106.0 million, consisting of (i) a $ 30.0 million permanent increase in revolver commitments and (ii) a $ 26.0 million increase in revolver commitments during a specified temporary increase period beginning on March 27, 2026 and ending on April 10, 2026 (the “Amendment Number Eight Temporary Increase Period”). Upon expiration of the Amendment Number Eight Temporary Increase Period, the aggregate revolving commitments and the maximum revolver amount under the facility was automatically reduced to $ 80.0 million. In June 2026, the Company entered into Amendment Number Nine to the Loan and Security Agreement (“Amendment Number Nine”), by and among the Company, as borrower, the lenders party thereto, and the lead arranger, bookrunner and administrative party thereto. Amendment Number Nine, among other things, conformed certain reporting information to market standard for BDCs, set certain conditions for including specific credit facilities in the borrower base, and increased the aggregate revolver commitments under the facility to $ 110.0 million, consisting of a $ 30.0 million temporary increase in revolver commitments during a specified temporary increase period beginning on June 26, 2026 and ending on July 3, 2026 (the “Amendment Number Nine Temporary Increase Period”). Upon expiration of the Amendment Number Nine Temporary Increase Period, the aggregate revolving commitments and the maximum revolver amount under the facility will automatically be reduced to $ 80.0 million. 24 Index As of June 30, 2026 and December 31, 2025, outstanding borrowings under the Revolving Credit Facility were $ 110.0 million and $ 21.0 million, respectively, and $ 0 and $ 29.0 million, respectively, were available for borrowing as of June 30, 2026 and December 31, 2025. As of each of June 30, 2026 and December 31, 2025, the interest rate on the Company’s borrowings under the Revolving Credit Facility was 7.25 %. AFCF Credit Facility In December 2024, the Company entered into an unsecured revolving credit agreement (the “AFCF Credit Agreement”), by and among the Company, as borrower, the lenders party thereto from time to time, and AFC Finance, LLC, as agent and lender. AFC Finance, LLC is wholly owned by Leonard M. Tannenbaum, Chairman of the Company’s Board of Directors. The AFCF Credit Agreement provides for an unsecured revolving credit facility (the “AFCF Credit Facility”) with a $ 40.0 million commitment, which may be borrowed, repaid and redrawn, subject to a draw fee and the other conditions provided in the AFCF Credit Agreement. Interest is payable on the AFCF Credit Facility at a rate per annum equal to 8.00 %. The AFCF Credit Facility matures on the earlier of (i) December 31, 2025 and (ii) the date of the closing of any unsecured debt with principal of at least $ 40.0 million used to refinance the AFCF Credit Agreement. In April 2025, in conjunction with the entry by the Company into Amendment Number Four to the Revolving Credit Agreement, the Company terminated that certain AFCF Credit Agreement, by and among the Company, as borrower, the lenders party thereto from time to time, and AFC Finance, LLC, as agent and lender. There were no outstanding borrowings under the AFCF Credit Agreement at the time of its termination. TCGSL In January 2026, the Company entered into an unsecured revolving credit agreement (the “TCGSL Credit Agreement”), by and among the Company, as borrower, the lenders party thereto from time to time, and TCGSL LLC, as agent and lender. TCGSL is wholly owned by Leonard M. Tannenbaum, Chairman of the Company’s Board of Directors. The TCGSL Credit Agreement provides for an unsecured revolving credit facility (the “TCGSL Credit Facility”) with a $ 20.0 million commitment, which may be borrowed, repaid and redrawn, subject to a draw fee and the other conditions provided in the TCGSL Credit Agreement. Interest is payable on the TCGSL Credit Facility at a rate per annum equal to 8.5 % and matures on August 1, 2028. As of June 30, 2026, outstanding borrowings on the TCGSL Credit Facility were $ 20.0 million and $ 0 was available for borrowing. As of December 31, 2025, the TCGSL Credit Facility was not in place and $ 0 was outstanding or available for borrowing thereunder. 2027 Senior Notes On November 3, 2021, the Company issued $ 100.0 million in aggregate principal amount of senior unsecured notes due in May 2027 (the “2027 Senior Notes”). The 2027 Senior Notes accrue interest at a rate of 5.75 % per annum. Interest on the 2027 Senior Notes is due semi-annually on May 1 and November 1 of each year, which began on May 1, 2022. The net proceeds from the offering were approximately $ 97.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering fees and expenses payable by the Company. The Company used the proceeds from the issuance of the 2027 Senior Notes (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with the Company’s investment strategy and (iii) for working capital and other general corporate purposes. The terms of the 2027 Senior Notes are governed by an indenture, dated November 3, 2021, among us, as issuer, and TMI Trust Company, as trustee (the “Indenture”). Under the Indenture, the Company is required to cause all of its existing and future subsidiaries to guarantee the 2027 Senior Notes, other than certain immaterial subsidiaries as set forth in the Indenture. TRS1 is currently a subsidiary guarantor under the Indenture. Prior to February 1, 2027, the Company may redeem the 2027 Senior Notes in whole or in part, at a price equal to the greater of 100 % of the principal amount of the 2027 Senior Notes being redeemed or a make-whole premium set forth in the Indenture, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. On or after February 1, 2027, we may redeem the 2027 Senior Notes in whole or in part at a price equal to 100 % of the principal amount of the 2027 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Indenture also requires us to offer to purchase all of the 2027 Senior Notes at a purchase price equal to 101 % of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest if a “change of control triggering event” (as defined in the Indenture) occurs. 25 Index The Indenture contains customary terms and restrictions, subject to a number of exceptions and qualifications, including restrictions on the Company’s ability to (1) incur additional indebtedness unless the Annual Debt Service Charge (as defined in the Indenture) is no less than 1.5 to 1.0, (2) incur or maintain total debt in an aggregate principal amount greater than 60 % of the Company’s consolidated Total Assets (as defined in the Indenture), (3) incur or maintain secured debt in an aggregate principal amount greater than 25 % of the Company’s consolidated Total Assets (as defined in the Indenture), and (4) merge, consolidate or sell substantially all of the Company’s assets. In addition, the Indenture also provides for customary events of default. If any event of default occurs, any amount then outstanding under the Indenture may immediately become due and payable. These events of default are subject to a number of important exceptions and qualifications set forth in the Indenture. As of each of June 30, 2026 and December 31, 2025, the Company had $ 77.0 million in principal amount of the 2027 Senior Notes outstanding. The 2027 Senior Notes are due on May 1, 2027. Scheduled principal payments on the 2027 Senior Notes as of June 30, 2026 are as follows: 2027 Senior Notes Year 2026 (remaining) $ — 2027 77,000,000 2028 — 2029 — 2030 — Thereafter — Total principal 77,000,000 Deferred financing costs included in senior notes payable ( 424,664 ) Senior notes payable, net $ 76,575,336 The following table reflects a summary of interest expense incurred during the three and six months ended June 30, 2026: Three months ended June 30, 2026 2027 Senior Notes Revolving Credit Facility TCGSL Credit Facility Total Interest expense $ 1,106,875 $ 562,927 $ 10,444 $ 1,680,246 Unused fee expense — 33,499 — 33,499 Amortization of deferred financing costs 135,870 72,264 — 208,134 Total interest expense $ 1,242,745 $ 668,690 $ 10,444 $ 1,921,879 Six months ended June 30, 2026 2027 Senior Notes Revolving Credit Facility TCGSL Credit Facility Total Borrowings Interest expense $ 2,213,750 $ 971,515 $ 22,833 $ 3,208,098 Unused fee expense — 52,916 — 52,916 Amortization of deferred financing costs 270,343 117,062 — 387,405 Total interest expense $ 2,484,093 $ 1,141,493 $ 22,833 $ 3,648,419 26 Index The following table reflects a summary of interest expense incurred pre-Conversion during the three and six months ended June 30, 2025: Three months ended June 30, 2025 2027 Senior Notes Revolving Credit Facility AFCF Credit Facility Total Interest expense $ 1,293,750 $ 328,789 $ — $ 1,622,539 Unused fee expense — 18,252 — 18,252 Amortization of deferred financing costs 157,331 60,052 — 217,383 Total interest expense $ 1,451,081 $ 407,093 $ — $ 1,858,174 Six months ended June 30, 2025 2027 Senior Notes Revolving Credit Facility AFCF Credit Facility Total Borrowings Interest expense $ 2,587,500 $ 520,122 $ 8,889 $ 3,116,511 Unused fee expense — 74,511 — 74,511 Amortization of deferred financing costs 313,030 169,393 — 482,423 Total interest expense $ 2,900,530 $ 764,026 $ 8,889 $ 3,673,445 8. COMMITMENTS AND CONTINGENCIES As of June 30, 2026, the Company had the following commitments to fund various investments: As of June 30, 2026 Total loan commitments $ 378,661,201 Less: drawn commitments ( 375,632,171 ) Total undrawn commitments $ 3,029,030 See below for more information on the Company’s unfunded commitments: As of June 30, 2026 Unfunded Commitment Balances First lien delayed draw term loan: Theratrue, Inc. $ 3,029,030 Total $ 3,029,030 27 Index As of December 31, 2025, the Company had the following commitments to fund various investments pre-Conversion: As of December 31, 2025 Total loan commitments $ 332,631,207 Less: drawn commitments ( 322,339,968 ) Total undrawn commitments $ 10,291,239 See below for more information on the Company’s unfunded commitments pre-Conversion: As of December 31, 2025 Unfunded Commitment Balances First lien delayed draw term loan: Theratrue, Inc. $ 3,520,374 Gron Holdings, Inc. 5,141,110 Standard Wellness Company, LLC 1,629,755 Total $ 10,291,239 The Company from time to time may be a party to litigation or other legal proceedings relating to claims arising from the ordinary course of business. Refer to Part II. Item 1 – Legal Proceedings for information regarding certain material developments in pending litigation during the quarter ended June 30, 2026. The Company is required to establish reserves for litigation matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, we do not establish reserves. Because each of these actions are in their early stages, no reasonable estimate of possible outcomes resulting from these legal actions can be made at this time. Historically, the Company provided loans to companies operating in the cannabis industry which involved significant risks, including the risk of strict enforcement against the Company’s borrowers on the federal illegality of cannabis, the Company’s borrowers’ inability to renew or otherwise maintain their licenses or other requisite authorizations for their cannabis operations, and such loans lack of liquidity, and the Company could lose all or part of any of the Company’s loans. The Company’s ability to grow or maintain its business with respect to the loans it makes to companies operating in the cannabis industry depends on state laws pertaining to the cannabis industry. New laws that are adverse to the Company’s borrowers may be enacted, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede the Company’s ability to grow and could materially adversely affect the Company’s business. Management’s plan to mitigate risks include monitoring the legal landscape as deemed appropriate. Also, should a loan default or otherwise be seized, the Company may be prohibited from owning cannabis assets and thus could not take possession of collateral, in which case the Company would look to sell the loan, which could result in the Company realizing a loss on the transaction. 9. NET ASSETS Series A Preferred Stock As of each of June 30, 2026 and December 31, 2025 , the Company authorized 10,000 preferred shares designated as 12.0 % Series A Cumulative Non-Voting Preferred Stock, par value $ 0.01 per share (the “Series A Preferred Stock”). As of each of June 30, 2026 and December 31, 2025, there were zero shares of Series A Preferred Stock issued and outstanding. The Series A Preferred Stock entitles the holders thereof to receive cumulative cash dividends at a rate per annum of 12.0 % of the liquidation preference of $ 1,000 per share plus all accumulated and unpaid dividends thereon. The Company generally may not declare or pay, or set apart for payment, any dividend or other distribution on any shares of the Company’s stock ranking junior to the Series A Preferred Stock as to dividends, including the Company’s common stock, or redeem, repurchase or otherwise make payments on any such shares, unless full, cumulative dividends on all outstanding 28 Index shares of Series A Preferred Stock have been declared and paid or set apart for payment for all past dividend periods. The holders of the Series A Preferred Stock generally have no voting rights except in limited circumstances, including certain amendments to the Company’s charter and the authorization or issuance of equity securities senior to or on parity with the Series A Preferred Stock. The Series A Preferred Stock is not convertible into shares of any other class or series of our stock. The Series A Preferred Stock is senior to all other classes and series of shares of the Company’s stock as to dividend and redemption rights and rights upon the Company’s liquidation, dissolution and winding up. Upon written notice to each record holder of the Series A Preferred Stock as to the effective date of redemption, the Company may redeem the shares of the outstanding Series A Preferred Stock at the Company’s option, in whole or in part, at any time for cash at a redemption price equal to $ 1,000 per share, plus all accrued and unpaid dividends thereon up to and including the date fixed for redemption. Shares of the Series A Preferred Stock that are redeemed shall no longer be deemed outstanding shares of the Company and all rights of the holders of such shares will terminate. Common Stock As of each of June 30, 2026 and December 31, 2025 , the Company authorized 50,000,000 shares of common stock at $ 0.01 par value per share, pursuant to the Articles of Amendment, dated March 10, 2022 (“Common Stock”). As of June 30, 2026 and December 31, 2025, 22,689,438 and 23,528,844 shares of Common Stock were issued and outstanding, respectively. During each of the three and six months ended June 30, 2026 and year ended December 31, 2025, the Company did not issue any shares of its common stock, other than shares of restricted stock awards granted under the 2020 Plan. Share Repurchase Program On May 4, 2026, the Company’s Board authorized a program for the purpose of repurchasing up to $ 5.0 million of the Company's common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that the Company complies with the prohibitions under its compliance policies and procedures adopted in accordance with Rule 38a-1 under the 1940 Act and a code of ethics adopted pursuant to Rule 17j-1 under the 1940 Act. and the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including certain price, market, volume, and timing constraints. In addition, any repurchases will be conducted in accordance with the 1940 Act. Unless amended or extended by the Company’s Board, the Company expects the Repurchase Program to be in place until the earlier of such time that $ 5.0 million of the Company’s outstanding shares of common stock have been repurchased, or May 4, 2027. During the three and six months ended June 30, 2026, the Company repurchased 839,406 shares of its common stock, totaling $ 2.8 million, including commissions, at a weighted average net price of $ 3.29 . The repurchased shares were immediately canceled and thus the Company holds no treasury stock. There were no share repurchases for the three and six months ended June 30, 2025. For the three months ended June 30, 2026, the shares were repurchased at a weighted-average discount of approximately 58 % to the net asset value per share applicable to such shares at the dates of repurchase. Shelf Registration Statement On April 5, 2022, the Company filed a shelf registration statement on Form S-3 (File No. 333-264144) (the “Prior Shelf Registration Statement”), which was declared effective on April 18, 2022. Under the Prior Shelf Registration Statement, the Company was able, from time to time, issue and sell up to $ 1.0 billion of the Company’s common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of the Company’s common stock or preferred stock. The Prior Shelf Registration Statement expired on April 18, 2025. On April 17, 2025, the Company filed a shelf registration statement on Form S-3 (File No. 333-286604) (the “Shelf Registration Statement”), which was declared effective on April 25, 2025. Under the Shelf Registration Statement, the Company may, from time to time, issue and sell up to $ 1.0 billion of the Company’s common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of the Company’s common stock or preferred stock. Following its election to be regulated as a BDC, the Company is no longer eligible to issue securities pursuant to the Shelf Registration Statement. 29 Index Stock Incentive Plan The Company previously established a stock incentive compensation plan (the “2020 Plan”). The 2020 Plan authorized stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in the Company’s common stock or units of common stock. The 2020 Plan maintained flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. The Company previously granted stock options and restricted stock awards to participants in the 2020 Plan. Persons eligible to receive awards under the 2020 Plan included officers or employees of the Company or any of its subsidiaries, Directors, employees of the Adviser and certain directors, consultants and other service providers to the Company or any of its subsidiaries. Because externally managed BDCs are not permitted under the 1940 Act to issue or have outstanding restricted stock or stock options, the Company’s Board, in advance of the Conversion, approved the accelerated vesting of its outstanding restricted stock and cancelled its outstanding stock options. The Company accounted for this modification as a Type I modification (probable to probable). Prior to the Conversion, a cumulative 1,646,127 shares of common stock had been granted under the 2020 Plan, comprising 900 options and 1,645,227 shares of restricted stock. Following the Conversion, no awards remained outstanding and there was no stock-based compensation activity during the three and six months ended June 30, 2026. T he Company did not grant any options and no options were exercised d uring the six months ended June 30, 2025 . The total fair value of shares vested during the six months ended June 30, 2025, was approximately $ 1.1 million. During the six months ended June 30, 2025, 271,497 shares of restricted stock were granted with a weighted-average grant date fair value of $ 8.37 per share, and 127,944 shares of restricted stock vested with a weighted-average grant date fair value of $ 8.68 per share. Stock Compensation The following table summarize s the stock-based compensation expense incurred by the Company for the three and six months ended June 30, 2026 and 2025: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Stock-based compensation $ — $ 484,502 $ — $ 1,038,251 Distributions The following table summarizes the Company’s distributions declared during the six months ended June 30, 2026 and 2025: Declaration Date Record Date Payment Date Per Common Share Distribution Amount Total Distribution Amount 3/11/2025 3/31/2025 4/15/2025 $ 0.23 $ 5,197,082 6/13/2025 6/30/2025 7/15/2025 0.15 3,389,267 2025 Period Subtotal $ 0.38 $ 8,586,349 3/2/2026 3/31/2026 4/15/2026 $ 0.05 $ 1,176,442 6/15/2026 6/30/2026 7/15/2026 0.05 1,134,883 2026 Period Subtotal $ 0.10 $ 2,311,325 30 Index 10. EARNINGS PER SHARE The following information sets forth the computations of basic and diluted net increase in net assets resulting from operations per common share for the three and six months ended June 30, 2026: Three months ended June 30, 2026 Six months ended June 30, 2026 Net increase in net assets resulting from operations $ 5,360,048 $ 16,787,395 Basic weighted average shares of common stock outstanding 23,198,863 23,362,942 Basic and diluted net increase in net assets resulting from operations per common share $ 0.23 $ 0.72 The following information sets forth the computations of basic and diluted earnings per common share for the three and six months ended June 30, 2025: Three months ended June 30, 2025 Six months ended June 30, 2025 Net loss $ ( 13,164,651 ) $ ( 9,096,966 ) Dividends paid on unvested restricted stock ( 110,783 ) ( 225,138 ) Net income attributable to common shareholders ( 13,275,434 ) ( 9,322,104 ) Divided by: Basic weighted average shares of common stock outstanding 22,114,341 22,106,205 Weighted average unvested restricted stock and dilutive stock options 2,545 6,564 Diluted weighted average shares of common stock outstanding 22,116,886 22,112,769 Basic earnings per common share $ ( 0.60 ) $ ( 0.42 ) Diluted earnings per common share $ ( 0.60 ) $ ( 0.42 ) Diluted EPS was computed using the treasury stock method for stock options and restricted stock. Diluted earnings per common share excluded 2,571,834 and 2,480,235 weighted average shares of unvested restricted stock and stock options, respectively, due to anti-dilutive effect for the three and six months ended June 30, 2025. 11. INCOME TAX A TRS is an entity taxed as a corporation that has not elected to be taxed as a REIT, in which a REIT directly or indirectly holds equity, and that has made a joint election with such REIT to be treated as a TRS. A TRS generally may engage in any business, including investing in assets and engaging in activities that could not be held or conducted directly by the Company without jeopardizing its qualification as a REIT. TRS1 was subject to applicable United States federal, state and local income tax on its taxable income. In addition, while the Company was a REIT, it was subject to a 100% excise tax on certain transactions between it and TRS1 that were not conducted on an arm’s-length basis. The income tax provision is included in the line item income tax expense, including excise tax. Effective January 1, 2026, in connection with the Conversion to a BDC, the Company became subject to the 1940 Act and ceased to rely on the exclusion from the definition of an “investment company” in Section 3(c)(5) of the 1940 Act. Beginning with taxable year ending December 31, 2026, the Company intends to elect to be treated as a RIC under Subchapter M of the Code. To maintain qualification as a RIC, the Company generally must distribute 90% of investment company taxable income each taxable year and meet certain source-of-income, asset diversification, and other requirements. The current income tax (ben efit) provision for the Company was approximately $ 0.2 million and $ 0.3 million, respectively, for the three and six months ended June 30, 2026 and $( 0.2 ) million and $( 0.02 ) million, respectively, for the three and six months ended June 30, 2025. The income tax benefit/expense for each of the three and six months ended June 30, 2026 and 2025 primarily related to activities of the Company’s TRS1 subsidiary. 31 Index The income tax provision for the Company and TRS1 consisted of the following for the three and six months ended June 30, 2026: Three months ended June 30, 2026 Six months ended June 30, 2026 Net investment income taxes: Current: Federal $ 181,946 $ 268,036 State 28,750 52,028 Excise tax — — Total current income tax expense (benefit) 210,696 320,064 Investment valuation related taxes: Total deferred income tax expense (benefit) 245,657 762,884 Total income tax expense (benefit), including excise tax $ 456,353 $ 1,082,948 The income tax provision for the Company and TRS1 pre-Conversion consisted of the following for the three and six months ended June 30, 2025: Three months ended June 30, 2025 Six months ended June 30, 2025 Current: Federal $ ( 27,302 ) $ 72,698 State ( 42,950 ) 22,031 Total current income tax expense (benefit) ( 70,252 ) 94,729 Total deferred income tax expense (benefit) 43,873 ( 8,702 ) Excise tax ( 111,665 ) ( 111,665 ) Total income tax expense (benefit), including excise tax $ ( 138,044 ) $ ( 25,638 ) The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next 12 months. As of June 30, 2026, tax years 2022-2025 remain subject to examination by taxing authorities. The federal statutory rate was 21% for each of the three and six months ended June 30, 2026 and 2025. The primary difference between the Company’s statutory rate and effective tax rate is largely determined by the amount of income subject to tax by TRS1 . TRS1 is a corporate subsidiary that was formerly treated as a taxable REIT subsidiary prior to the Conversion. Following the Conversion, TRS1 is a taxable corporation. The Company expects that its future effective tax rate will be determined in a similar manner. Excise Tax For each of the three and six months ended June 30, 2026, the Company did not incur United States federal excise tax expense. A s a RIC, the Company is subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules for each calendar year. If the Company does not meet the required distributions, the Company will be subject to a 4 % nondeductible federal excise tax on the undistributed amount . If it is determined that an excise tax liability exists for the current period, the Company will accrue excise tax on estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations. Pre-Conversion Excise Tax For each of the three and six months ended June 30, 2025 , the Company did not incur United States federal excise tax expense. During the six months ended June 30, 2025 , the Company received a partial refund of previously paid excise tax relating to the 2023 tax year, which was received in the second quarter of 2025. As previously taxed as a REIT, excise tax represents a 4 % tax on the sum of a portion of the Company’s ordinary income and net capital gains not distributed during the period. If it is determined that an excise tax liability exists for the current period, the Company accrued excise tax on 32 Index estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations. Deferred Tax As of June 30, 2026 and December 31, 2025, the Company’s deferred tax assets were $ 0.6 million and $ 1.4 million, respectively, and are included in prepaid expenses and other assets in the Company’s consolidated statement of assets and liabilities . The Company believes it is more likely than not that the deferred tax assets will be realized in the future. Realization of the deferred tax assets is dependent upon the Company’s generation of sufficient taxable income in future years in appropriate tax jurisdictions to benefit from the reversal of temporary differences. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. The Company recorded deferred tax assets related to temporary differences related to the change in unrealized appreciation and depreciation on investments held in TRS1. There were no valuation allowances for deferred tax assets during each of the three and six months ended June 30, 2026 and 2025. 12. REPORTABLE SEGMENTS ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company generates revenue from loans to senior secured loans and other types of loans and debt securities to public and privately held lower-middle-market companies across a broad range of industries, including state law-compliant cannabis operators and ancillary cannabis companies. Businesses ancillary to the cannabis industry may include, but are not limited to, brand developers, business services providers, and equipment and consumables providers. These investments typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates. The accounting policies of the direct lending segment are the same as those described in the summary of significant accounting policies. The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Company’s Chief Operating Decision Maker (the “CODM”), the Company’s Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business. The Company has no operations outside of the United States. The Company’s portfolio exhibits similar economic characteristics, similar yields and is operated using consistent business strategies. The Company operates as one operating segment and has one reportable operating segment for activities related to direct lending. The CODM assesses performance and evaluates the allocation of resources of the Company on a consolidated basis, based on the Company’s net increase in net assets resulting from operations, which is reported on the Company’s consolidated statement of operations. The CODM is regularly provided with only the consolidated expenses, as noted on the consolidated statement of operations. Significant segment expenses are listed on the accompanying consolidated statement of operations. The measure of segment assets is reported on the consolidated statement of assets and liabilities as total assets. The CODM uses net investment income to evaluate income generated from segment assets and in deciding the amount of distributions, as well as using net investment income as a basis for evaluating lender terms for loans with public and privately held lower-middle-market companies, including state law-compliant cannabis operators and ancillary cannabis companies. During the three and six months ended June 30, 2026, interest income earned on the Company’s portfolio was concentrated with five and four borrowers, respectively, each comprising more than 10% of consolidated interest income for an aggregate amount of $ 6.6 million, or 76 %, and $ 10.3 million, or 56 %, of consolidated interest income, respectively. During the three and six months ended June 30, 2025, interest income earned on the Company’s portfolio was concentrated with five and five borrowers, respectively, each comprising more than 10% of consolidated interest income for an aggregate amount of $ 5.8 million, or 72 %, and $ 11.7 million, or 71 %, of consolidated interest income, respectively. 33 Index 13. FINANCIAL HIGHLIGHTS The following is a schedule of financial highlights for the six months ended June 30, 2026 (1) : Six months ended June 30, 2026 Per Share Data (2) : Net asset value at beginning of period $ 7.46 Net investment income 0.36 Net unrealized gain on investments 0.36 Net increase in net assets resulting from operations 0.72 Distributions declared ( 0.10 ) Repurchase of common stock (3) 0.17 Total increase in net assets 0.79 Net asset value at end of period $ 8.25 Per share market price, beginning of period $ 2.85 Per share market price, end of period $ 3.10 Total return based on market value (4) 12.28 % Total return based on net asset value (5) 11.93 % Shares outstanding at end of period 22,689,438 Ratios/Supplemental Data: Ratio of total expenses to average net assets (6)(7) 11.69 % Ratio of net expenses to average net assets (6)(7) 11.24 % Ratio of debt related expenses to average net assets (6) 4.02 % Ratio of net investment income to average net assets (6) 7.16 % Portfolio turnover rate (8) 19.48 % (1) Prior period financial highlights have not been presented as the Company was not regulated as a BDC under the 1940 Act prior to January 1, 2026. (2) Per share data amount is based on the basic weighted average number of common shares outstanding for the period presented (except for distributions to shareholders which is based on actual rate per share). (3) Repurchases of common stock may have caused an incremental decrease or increase in net asset value per share due to the repurchase of shares at a price in excess of or below net asset value per share, respectively, on each repurchase date. (4) Total return equals the increase or decrease of ending market value over beginning market value, plus declared dividends per share assuming reinvestment of dividends, divided by the beginning market value. Total return does not include sales load. Total return is not annualized. (5) Total return based on net asset value is calculated as the change in net asset value per share during the period, plus declared and payable distributions per share for the period, divided by beginning net asset value per share. Total return is not annualized. (6) Amounts are annualized. Non-recurring other income of $ 1,809,788 is excluded from the ratio of net investment income to average net assets. (7) The ratio of total expenses to average net assets is presented before the effect of the management fee rebate; the ratio of net expenses to average net assets is presented after the rebate, which was $( 410,408 ) for the six months ended June 30, 2026. Both ratios include income tax expense. (8) The portfolio turnover rate is calculated based on the lesser of purchases or sales of investments year to date divided by the average fair value of the portfolio. The portfolio turnover rate is not annualized. 14. CURRENT EXPECTED CREDIT LOSSES As of June 30, 2026, the Company did not have a CECL Reserve, as all investments are held at fair value. As of December 31, 2025, the Company’s CECL Reserve for its loans held at carrying value was approximately $ 46.1 million, or 18.19 % of the Company’s total loans held at carrying value of approximately $ 253.6 million, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loan receivable held at carrying value of approximately $ 46.1 million and a liability for unfunded commitments 34 Index of approximately $ 0.1 million, respectively. The liability was based on the unfunded portion of the loan commitment over the full contractual period over which the Company is exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur and, if funded, the expected credit loss on the funded portion when determining the amount to allocate to its CECL Reserve. 15. LOANS HELD FOR INVESTMENT AT CARRYING VALUE As of June 30, 2026, the Company did not hold any loans at carrying value. As of December 31, 2025, t he Company’s portfolio included 12 loans held at carrying value. A s of December 31, 2025, t he aggregate commitment under these loans was $ 283.5 million and outstanding principal was $ 259.6 million. As of December 31, 2025, approximately 46 % of the Company’s loans held at carrying value had floating interest rates. The following tables summarize the Company’s loans held at carrying value as of December 31, 2025: As of December 31, 2025 Outstanding Principal (1) Original Issue Discount Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior term loans $ 259,626,556 $ ( 6,001,437 ) $ 253,625,119 1.4 Total loans held at carrying value $ 259,626,556 $ ( 6,001,437 ) $ 253,625,119 1.4 (1) The difference between the carrying value and the outstanding principal amount of the loans consists of unaccreted OID and loan origination costs. (2) Weighted average remaining life is calculated based on the carrying value of the loans as of December 31, 2025. 16. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim consolidated financial statements. In July 2026, a borrower, Devi Holdings Inc. (“Devi”) entered into a binding term sheet, through its court-appointed receiver, to sell its Massachusetts and New Mexico assets to J Brrothers LLC for $ 12.5 million, of which the Company expects to be allocated its pro rata portion of the sale proceeds. Devi earned a non-refundable deposit of $ 2.0 million in connection with entering into the binding term sheet. The transaction remains subject to definitive documentation and court approval. No assurance can be provided that it will be consummated by the terms described herein, or at all. AFC Agent continues to monitor the court-appointed receivership installed to maintain the borrower’s operations and maximize value for the benefit of its creditors. In July 2026, the Company committed $ 7.0 million of a $ 25.0 million senior secured credit facility with CM Counsel Management LLC, of which $ 3.1 million was funded at closing. The loan was originated at a discount of 3.0 % and matures July 10, 2030. The loan bears cash interest at a rate of three-month SOFR plus 4.5 %, with a rate index floor of 4.0 %, and 5.0 % interest paid-in kind. In July 2026, the Company entered into an amendment with Story of Natures Medicine LLC (“Story of Natures Medicine”) to extend the maturity date from July 31, 2026 to December 31, 2026 in exchange for an amendment fee of 1.5 % of the outstanding principal balance and the addition of an exit fee of 1.5 % of the outstanding principal balance. Story of Natures Medicine is current on all interest and amortization obligations under the credit facility. On July 1, 2026, the Company repaid $ 84.4 million and $ 20.0 million, respectively, on the Company’s outstanding debt obligations under the Revolving Credit Facility and TCGSL Credit Facility. In August 2026, the Company entered into a forbearance agreement under the existing credit facility with Theratrue, Inc. and its affiliates (“Theratrue”), as borrowers, whereby the Company agreed to waive certain financial covenants and forbear from exercising certain rights, subject to certain conditions. In exchange, the parties amended certain terms regarding Theratrue’s repayment obligations thereunder and Theratrue paid an amendment fee and will pay an exit fee, 35 Index totaling approximately $ 0.4 million in the aggregate. Approximately $ 8.0 million remains outstanding under the credit facility. 36 Index