What changed in this filing

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Item 1A. Risk Factors

2025-11-17 compared with 2024-11-13 · 167 added, 70 removed, 609 unchanged (28% of the section changed)

8 unchanged sentences

The market in which we operate is affected by a number of factors that are largely beyond our control but can nonetheless have a potentially significant, negative impact on us.

These factors include, among other things:

These factors include:

• changes in interest rates and credit spreads and the effects of inflation on us and our portfolio companies;

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• amendments or repeals of legislation, or changes in regulations or regulatory interpretations thereof, and transitions of government, including uncertainty regarding any of the foregoing;

• the national and global political environment, including war, armed conflicts, foreign relations and trading policies;

• the national and global political environment, including government shutdowns, war, armed conflicts, foreign relations and trading policies;

• the impact of potential changes to the Code;

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An inability to raise capital, and any required sale of our investments for liquidity purposes or failure of our portfolio companies to realize liquidity events, could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

Tariffs may adversely affect us or our portfolio companies.

Existing or new tariffs imposed on foreign goods imported by the U.S.

goods imported by foreign countries could subject us or our portfolio companies to additional risks.

Among other effects, tariffs could increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect their results of operations.

We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies.

We may experience fluctuations in our quarterly and annual results based on the impact of inflation in the U.S.

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A substantial portion of our debt investments have variable interest rates that reset periodically and are generally based on SOFR.

As interest rates increase, the operating performance of certain of our portfolio companies has been affected by increasing debt service obligations and, therefore, may affect our results of operations.

In addition, to the extent that further increases in interest rates make it difficult or impossible to make payments on outstanding indebtedness to us or other financial sponsors or refinance debt that is maturing in the near term, some of our portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.

If interest rates increase, the operating performance of certain of our portfolio companies may be affected by increasing debt service obligations and, therefore, may affect our results of operations.

In addition, to the extent that increases in interest rates make it difficult or impossible to make payments on outstanding indebtedness to us or other financial sponsors or refinance debt that is maturing in the near term, some of our portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection.

Elevated interest rates could also cause borrowers to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults.

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A change in interest rates may adversely affect our profitability and any hedging strategy we adopt may expose us to additional risks.

We anticipate using a combination of equity and long-term and short-term borrowings to finance our investment activities.

As a result, a portion of our income will depend upon the spread between the rate at which we borrow funds and the rate at which we loan these funds.

We use a combination of equity and long-term and short-term borrowings to finance our investment activities.

As a result, a portion of our income depends upon the spread between the rate at which we borrow funds and the rate at which we loan these funds.

An increase or decrease in interest rates could reduce the spread between the rate at which we invest and the rate at which we borrow, and thus, adversely affect our profitability if we have not appropriately hedged against such event.

Alternatively, interest rate hedging arrangements may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio.

As of September 30, 2024, based on the total principal balance of debt outstanding, our portfolio consisted of approximately 93.9% of loans at variable rates with floors and approximately 6.1% at fixed rates.

As of September 30, 2025, based on the total principal balance of debt investments outstanding, our portfolio consisted of approximately 86.9% of loans at variable rates with floors and approximately 13.1% at fixed rates.

As of September 30, 2025, we did not have any hedging arrangements, such as interest rate hedges, in place.

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Our portfolio companies may have fewer resources than larger businesses, and thus any economic downturns or recessions are more likely to have a material adverse effect on them.

When the economy contracts, the financial results of lower middle market business, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults.

When the economy contracts,

the financial results of lower middle market business, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements and an increase in defaults.

Consequently, for any portfolio company that is adversely impacted by an economic downturn or recession, its ability to repay our loan or engage in a liquidity event, such as a sale, recapitalization or initial public offering would be diminished.

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While we believe that this provides an attractive opportunity for us to generate profits, this may make it difficult for the portfolio companies to repay their loans to us upon maturity.

borrower’s ability to repay its loan may be adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its industry, or negative economic conditions, including those created by the current market environment.

A borrower’s ability to repay its loan may be adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its industry, or negative economic conditions, including those created by the current market environment.

Deterioration in a borrower’s financial condition and prospects usually will be accompanied by deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guaranties we may have obtained from the borrower’s management.

As of September 30, 2024, our loans to B+T Group Acquisition, Inc.

(“B&T Group”), Edge Adhesives Holdings, Inc.

(“Edge Adhesives”), and WB Xcel Holdings, LLC (“WB Xcel”) were on non-accrual status with a cost basis of $ 28.3 million, or 4.1 % of the cost basis of all debt investments in our portfolio, and a fair value of $ 12.8 million, or 1.9 % of the fair value of all debt investments in our portfolio.

As of September 30, 2025, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $ 28.8 million, or 3.6 % of the cost basis of all debt investments in our portfolio, and a fair value of $ 13.0 million, or 1.7 % of the fair value of all debt investments in our portfolio.

For any loans that are placed on non-accrual status, we cannot assure you that our efforts to improve profitability and cash flows of these companies will prove successful.

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We expect that most, if not all, of the debt securities we acquire will be unrated.

Investors should assume that these loans would be at rates below “investment grade” quality.

should assume that these loans would be at rates below “investment grade” quality.

Investments rated below investment grade are often referred to as high yield securities or junk bonds and may be considered high risk as compared to investment-grade debt instruments.

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As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited.

leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

• Lower middle market companies may operate in regulated industries or provide services to governments.

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If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which it is recorded.

Our NAV would be adversely affected if the fair value of our investments are higher than the values that we ultimately realize upon the disposal of such securities.

Our NAV would be adversely affected if fair values at which we record of our investments are higher than the values that we ultimately realize upon the disposal of such securities.

The valuation process for certain of our portfolio holdings creates a conflict of interest.

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Substantially all of the investments we presently hold are, and the investments we expect to acquire in the future will be, subject to legal and other restrictions on resale and will otherwise be less liquid than publicly traded securities.

The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises.

The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the

This could cause us to miss important investment opportunities to the extent we do not have other sources of capital available.

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These government securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts.

once the proceeds have been reinvested in new portfolio companies, the yields on such new investments may also be lower than the yields on the debt securities being repaid.

In addition, once the proceeds have been reinvested in new portfolio companies, the yields on such new investments may also be lower than the yields on the debt securities being repaid.

As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us.

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A consequence of a concentration in a limited number of investments is that the aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of such investments or a substantial write-down of any one investment.

Beyond our regulatory and income tax diversification requirements, we do not have fixed guidelines for industry concentration and our investments could potentially be concentrated in relatively few industries.

Beyond our regulatory and income tax diversification requirements as well as Credit Facility requirements, we do not have fixed guidelines for industry concentration and our investments could potentially be concentrated in relatively few industries.

In addition, while we do not intend to invest 25.0% or more of our total assets in a particular industry or group of industries at the time of investment, it is possible that as the values of our portfolio companies change, one industry or a group of industries may comprise in excess of 25.0% of the value of our total assets.

As of September 30, 2024, our largest industry concentrations of our total investments at fair value were in diversified/conglomerate service companies, representing 22.5%;

As of September 30, 2025, our largest industry concentrations of our total investments at fair value were in healthcare, education, and childcare companies, representing 31.8%;

diversified/conglomerate manufacturing companies, representing 23.6%;

and aerospace and defense companies, representing 19.2%.

and diversified/conglomerate service companies, representing 17.7%.

Therefore, we are susceptible to the economic circumstances in these industries, and a downturn in one or more of these industries could have a material adverse effect on our results of operations and financial condition.

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The equity securities that we acquire may fail to appreciate or may decline in value.

Because preferred stock represents an equity ownership interest in a company and is typically subordinated to bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, they are generally subject to greater credit risk than those debt instruments.

to greater credit risk than those debt instruments.

Accordingly, their value usually will react more strongly than bonds and other debt instruments to actual or perceived changes in a company’s financial condition or prospects or to fluctuations in the equity markets.

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We will have a continuing need for capital to finance our investments.

As of September 30, 2024, we had $70.6 million in borrowings, at cost, outstanding under our Credit Facility, which provides for maximum borrowings of $ 293.7 million, with a revolving period end date of October 31, 2025 (the “Revolving Period End Date”).

As of September 30, 2025, we had $0 in borrowings, at cost, outstanding under our Credit Facility, which provides for maximum borrowings of $ 320.0 million, with a revolving period end date of October 31, 2027 (the “Revolving Period End Date”).

Our Credit Facility permits us to fund additional loans and investments as long as we are within the conditions set forth in the credit agreement.

Our Credit Facility contains covenants that require our wholly-owned subsidiary, Business Loan, to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions) and restrict material changes to our credit and collection policies without lenders’ consent.

The Credit Facility also limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts deemed to have been paid during the prior year in accordance with Section 855(a) of the Code.

The Credit Facility also limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts deemed to

have been paid during the prior year in accordance with Section 855(a) of the Code.

We are also subject to certain limitations on the type of loan investments we can make, including restrictions on geographic concentrations, sector concentrations, loan size, interest rate type, payment frequency and status, average life and lien property.

Our Credit Facility further requires us to comply with other financial and operational covenants, which obligate us to, among other things, maintain certain financial ratios, including asset and interest coverage, and a minimum number of 25 obligors in the borrowing base.

Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding mandatorily redeemable preferred stock) of $325.0 million plus 50.0% of all

equity and subordinated debt raised after May 13, 2021 less 50% of any equity and subordinated debt retired or redeemed after May 13, 2021, which equates to $ 418.8 million as of September 30, 2024, (ii) asset coverage with respect to “senior securities representing indebtedness” of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code.

Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding mandatorily redeemable preferred stock) of $500.0 million plus 50.0% of all equity and subordinated debt raised after June 23, 2025 less 50% of any equity and subordinated debt retired or redeemed after June 23, 2025, which equates to $ 581.0 million as of September 30, 2025, (ii) asset coverage with respect to “senior securities representing indebtedness” of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code.

Continued compliance with the covenants in our Credit Facility depends on many factors, some of which are beyond our control.

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Although borrowing money for investments increases the potential for gain, it also increases the risk of a loss.

A decrease in the value of our investments will have a greater impact on the value of our common stock to the extent that we have borrowed money to make investments.

A decrease in the value of our investments will have a greater impact on the value of our common stock to the extent that we have borrowed

money to make investments.

There is a possibility that the costs of borrowing could exceed the income we receive on the investments we make with such borrowed funds.

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To satisfy the 150% asset coverage requirement in the event that we are seeking to pay a distribution, we might either have to (i) liquidate a portion of our loan portfolio to repay a portion of our indebtedness or (ii) issue common stock.

This may occur at a time when a sale of a portfolio asset may be

disadvantageous, or when we have limited access to capital markets on agreeable terms.

This may occur at a time when a sale of a portfolio asset may be disadvantageous, or when we have limited access to capital markets on agreeable terms.

In addition, any amounts that we use to service our indebtedness, pay dividends on our preferred stock, or for offering expenses will not be available for distributions to common stockholders.

Furthermore, if we have to issue common stock at below NAV per common share, any non-participating stockholders will be subject to dilution, as described below.

Furthermore, if we issue common stock at below NAV per common share, any non-participating stockholders will be subject to dilution, as described below.

Pursuant to Section 61(a)(3) of the 1940 Act, we are permitted to issue multiple classes of “senior securities representing indebtedness.” However, pursuant to Section 18(c) of the 1940 Act, we are permitted to issue only one class of “senior securities that are stock.”

• Common and Convertible Preferred Stock.

Because we are constrained in our ability to issue debt or senior securities for the reasons given above, we are dependent on the issuance of equity as a financing source.

If we raise additional funds by issuing more common stock, the percentage ownership of our common stockholders at the time of the issuance would decrease and our existing common stockholder may experience dilution.

Because we are constrained in our ability to issue debt or senior securities for the reasons given above, we may at times be dependent on the issuance of equity as a financing source.

In addition, under the 1940 Act, we will generally not be able to issue additional shares of our common stock at a price below NAV per common share to purchasers, other than to our existing common stockholders through a rights offering, without first obtaining the approval of our stockholders and our independent directors.

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The use of leverage, including through the issuance of senior securities that are debt or stock, magnifies the potential for gain or loss on amounts invested, and, if we incur additional leverage, this potential will be further magnified.

As of September 30, 2024, we incurred leverage through the Credit Facility, the Series A Preferred Stock, the 2026 Notes, the 2027 Notes, and the 2028 Notes.

As of September 30, 2025, we incurred leverage through the Credit Facility, the Series A Preferred Stock, the 5.125% Notes due 2026 (the “2026 Notes”), the 2027 Notes, the 7.75% Notes due 2028 (the “2028 Notes”), and the 2030 Convertible Notes.

From time to time, we intend to incur additional leverage to the extent permitted under the 1940 Act.

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Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default.

The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns on our portfolio, net of expenses.

The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

Assumed Return on Our Portfolio

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(A) The hypothetical return to common stockholders is calculated by multiplying our total assets as of September 30, 2025 by the assumed rates of return and subtracting all interest on our debt to be paid during the 12 months following September 30, 2025, and then dividing the resulting difference by our total net assets attributable to common stock as of September 30, 2025.

Based on $812.5 million in total assets, $70.6 million drawn on our Credit Facility (at cost), $150.0 million in our 2026 Notes payable (at cost), $50.0 million in our 2027 Notes payable (at cost), $57.0 million in our 2028 Notes payable (at cost), $8.7 million in our Series A Preferred Stock (at cost), and $470.9 million in net assets, each as of September 30, 2024.

Based on $907.6 million in total assets, $0 drawn on our Credit Facility (at cost), $150.0

million in our 2026 Notes payable (at cost), $50.0 million in our 2027 Notes payable (at cost), $57.0 million in our 2028 Notes payable (at cost), $149.5 million in our 2030 Convertible Notes payable (at cost), $21.6 million in our Series A Preferred Stock (at cost), and $482.0 million in net assets, each as of September 30, 2025.

Based on an aggregate outstanding indebtedness of $428.1 million at cost as of September 30, 2025 and the effective annual cash interest rate of 5.6 % as of that date, our investment portfolio at fair value would have had to produce an annual return of at least 2.8 % to cover annual interest payments on the outstanding debt.

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For the year ended September 30, 2025, we recognized $ 0.4 million of OID income and the unamortized balance of OID investments as of September 30, 2025 totaled $ 0.2 million.

As of September 30, 2024, we had eight investments which had a PIK interest component and we recorded PIK interest income of $ 5.7 million during the year ended September 30, 2024.

As of September 30, 2025, we had nine investments which had a PIK interest component and we recorded PIK interest income of $ 5.0 million during the year ended September 30, 2025.

We collected $ 7.2 million in PIK interest in cash for the year ended September 30, 2025.

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As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act, which would significantly decrease our operating flexibility.

In addition, any such failure to maintain our status as a BDC could cause an event of default under out outstanding indebtedness, which could have a material adverse effect on our business, financial condition or results of operations.

In addition, any

such failure to maintain our status as a BDC could cause an event of default under out outstanding indebtedness, which could have a material adverse effect on our business, financial condition or results of operations.

We are subject to restrictions that may discourage a change of control.

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We have incurred leverage to generate capital to make additional investments.

If the value of our assets declines, we may be unable to satisfy the asset coverage test under the 1940 Act, which could prohibit us from paying distributions and could prevent us from qualifying as a RIC.

If the value of our assets declines, we may be unable to satisfy the asset coverage test under the

1940 Act, which could prohibit us from paying distributions and could prevent us from qualifying as a RIC.

If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous.

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Risks Related to Our External Management

We are dependent upon our key management personnel and the key management personnel of the Adviser, particularly David Gladstone, Terry Lee Brubaker and Robert L.

We are dependent upon our key management personnel and the key management personnel of the Adviser, particularly David Gladstone and Robert L.

Marcotte, and on the continued operations of the Adviser, for our future success.

We have no employees.

Our chief executive officer, chief operating officer, chief financial officer and treasurer, and the employees of the Adviser do not spend all of their time managing our activities and our investment portfolio.

We are particularly dependent upon David Gladstone, Terry Lee Brubaker, and Robert L.

Our chief executive officer, chief financial officer and treasurer, and the employees of the Adviser do not spend all of their time managing our activities and our investment portfolio.

We are particularly dependent upon David Gladstone and Robert L.

Marcotte for their experience, skills and networks.

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The Adviser has not assumed any responsibility to us other than to render the services described in the Advisory Agreement, and it will not be responsible for any action of our Board of Directors in declining to follow the Adviser’s advice or recommendations.

Pursuant to the Advisory Agreement, the Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser will not be liable to us for their acts under the Advisory Agreement, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations under the Advisory Agreement.

We have agreed to indemnify, defend and protect the Adviser and its officers, managers, partners, agents, employees,

controlling persons, members and any other person or entity affiliated with the Adviser with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser for us, and not arising out of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations under the Advisory Agreement.

of their duties or by reason of the reckless disregard of their duties and obligations under the Advisory Agreement.

We have agreed to indemnify, defend and protect the Adviser and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser for us, and not arising out of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations under the Advisory Agreement.

These protections may lead the Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Our incentive fee may induce the Adviser to make certain investments, including speculative investments.

The management compensation structure that has been implemented under the Advisory Agreement may cause the Adviser to invest in high-risk investments or take other risks.

The incentive fee structure that has been implemented under the Advisory Agreement may cause the Adviser to invest in high-risk investments or take other risks.

In addition to its management fee, the Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income.

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For the year ended September 30, 2025, we recognized $ 0.4 million of OID income and the unamortized balance of OID investments as of September 30, 2025 totaled $ 0.2 million.

As of September 30, 2024, we had eight investments which had a PIK interest component and we recorded PIK interest income of $ 5.7 million during the year ended September 30, 2024.

As of September 30, 2025, we had nine investments which had a PIK interest component and we recorded PIK interest income of $ 5.0 million during the year ended September 30, 2025.

We collected $ 7.2 million in PIK interest in cash for the year ended September 30, 2025.

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The Adviser’s senior management team has substantial responsibilities under the Advisory Agreement.

In order to grow, the Adviser will need to hire, train, supervise, and manage new employees successfully.

In order to grow, the Adviser will need to hire, train,

supervise, and manage new employees successfully.

Any failure to manage our future growth effectively would likely have a material adverse effect on our business, financial condition, and results of operations.

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In addition, Mr.

Brubaker, our chief operating officer, is the vice chairman and chief operating officer of the Adviser and Administrator.

Marcotte is an executive vice president of the Adviser.

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Additionally, an extended period of time in which we are unable to raise capital may restrict our ability to grow and adversely impact our ability to increase or maintain our distributions.

Risks Related to the 2026 Notes, 2027 Notes, and 2028 Notes (collectively, the “Notes”)

Risks Related to the 2027 Notes and 2030 Convertible Notes (collectively, the “Notes”)

The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have incurred or may incur in the future and rank pari passu with, or equal to, all outstanding and future unsecured indebtedness issued by us and our general liabilities (total liabilities, less debt).

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Consequently, the Notes are structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.

As of September 30, 2024, there was $70.6 million outstanding under the Credit Facility.

As of September 30, 2025, there was $0 outstanding under the Credit Facility.

Borrowings under the Credit Facility are the obligation of Business Loan, and are structurally senior to the Notes.

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• issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the value of the assets securing such debt, (3) indebtedness that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case, other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, which generally prohibit us from incurring additional debt or issuing additional debt or preferred securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such incurrence or issuance;

• pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including preferred stock and any subordinated indebtedness, other than, dividends, purchases, redemptions or payments that would cause our asset coverage to fall below the threshold specified in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act in order to maintain the BDC’s status as a RIC under Subchapter M of the Code;

• with respect to the 2027 Notes, pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including preferred stock and any subordinated indebtedness, other than, dividends, purchases, redemptions or payments that would cause our asset coverage to fall below the threshold specified in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act in order to maintain the BDC’s status as a RIC under Subchapter M of the Code;

• sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

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• create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

In addition, the indenture with respect to the 2028 Notes does not require us to make an offer to purchase the 2028 Notes in connection with a change of control or any other event whereas, under the terms of the respective indentures governing the 2026 Notes and the 2027 Notes, the holders of the 2026 Notes and the 2027 Notes, respectively, may require us to repurchase 100% of such notes upon the occurrence of a “Change of Control Repurchase Event,” which would occur upon certain changes of control that result in a downgrade in such notes below investment grade.

Under the terms of the indentures governing the Notes, the holders of the 2027 Notes and 2030 Convertible Notes may require us to repurchase 100% of such notes upon the occurrence of a “Change of Control Repurchase Event,” which would occur upon certain changes of control that result in a downgrade in such notes below investment grade or “fundamental change”, respectively.

Furthermore, the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.

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We cannot assure you an active trading market for the Notes will develop or be maintained.

We have not listed, and do not intend to list in the future, the 2026 Notes and 2027 Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system.

Although the 2028 Notes are listed on Nasdaq, they may trade at a discount to their purchase price depending on prevailing interest rates, the market for similar securities, our credit ratings, our financial condition, performance and prospects, general economic conditions or other relevant factors.

We have not listed, and do not intend to list in the future, the 2027 Notes and the 2030 Convertible Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system.

Accordingly, we cannot assure you that a liquid trading market will develop and/or be maintained for any of the Notes, that a holder will be able to sell its Notes at a particular time or that the price received when a holder sells its Notes will be favorable.

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We may choose to redeem the Notes when prevailing interest rates are relatively low.

The 2026 Notes and the 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable.

In addition, the 2028 Notes may be redeemed in whole or in part at any time at our option on or after September 1, 2025.

The 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable.

We may not redeem the 2030 Convertible Notes prior to October 6, 2028.

We may redeem for cash all or any portion of the 2030 Convertible Notes (subject to the “partial redemption limitation”), at our option, on a redemption date on or after October 6, 2028 and on or before the 45th scheduled trading day immediately prior to the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If prevailing rates are lower at the time of redemption, and we redeem the Notes, you likely would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Notes being redeemed.

We may not be able to repurchase the 2026 Notes or 2027 Notes upon a Change of Control Repurchase Event.

We may not be able to repurchase the 2026 Notes or 2027 Notes upon a Change of Control Repurchase Event (as defined in the indenture governing such Notes) because we may not have sufficient funds.

We would not be able to borrow under our Credit Facility to finance such a repurchase of the 2026 Notes or 2027 Notes, and we expect that any future credit facility would have similar limitations.

Upon a Change of Control Repurchase Event, holders of the 2026 Notes or 2027 Notes may require us to repurchase for cash some or all of such Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

We may not be able to repurchase the 2027 Notes upon a Change of Control Repurchase Event.

We may not be able to repurchase the 2027 Notes upon a Change of Control Repurchase Event (as defined in the indenture governing such Notes) because we may not have sufficient funds.

We would not be able to borrow under our Credit Facility to finance such a repurchase of the 2027 Notes, and we expect that any future credit facility would have similar limitations.

Upon a Change of Control Repurchase Event, holders of the 2027 Notes may require us to repurchase for cash some or all of such Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

The terms of our Credit Facility also provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under our Credit Facility at that time and to terminate our Credit Facility.

Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the indenture governing the Notes and a cross-default under the agreements governing the Credit Facility, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately.

If the holders of the 2026 Notes or 2027 Notes exercise their right to require us to

repurchase such Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our current and future debt instruments, and we may not have sufficient funds to repay any such accelerated indebtedness.

failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the indenture governing the Notes and a cross-default under the agreements governing the Credit Facility, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately.

If the holders of the 2027 Notes exercise their right to require us to repurchase such Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our current and future debt instruments, and we may not have sufficient funds to repay any such accelerated indebtedness.

A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes or change in the debt markets could cause the liquidity or market value of the Notes to decline significantly.

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Credit ratings are paid for by the issuer and are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion.

An increase in market interest rates could result in a decrease in the value of the Notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline.

Consequently, if you purchase the Notes and market interest rates increase, the market value of your Notes may decline.

We cannot predict the future level of market interest rates.

Additional Risks Related to our 2030 Convertible Notes

We may not have the ability to raise the funds necessary to settle conversions of the 2030 Convertible Notes in cash or to repurchase the 2030 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2030 Convertible Notes.

Holders of the 2030 Convertible Notes will have the right to require us to repurchase all or any portion of their 2030 Convertible Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In addition, upon conversion of the 2030 Convertible Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2030 Convertible Notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2030 Convertible Notes surrendered therefor or pay cash with respect to 2030 Convertible Notes being converted.

In addition, our ability to repurchase the 2030 Convertible Notes or to pay cash upon conversions of the 2030 Convertible Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.

Our failure to repurchase Notes at a time when the repurchase is required by the indenture governing the 2030 Convertible Notes or to pay any cash payable on future conversions of the 2030 Convertible Notes as required by the indenture governing the 2030 Convertible Notes would constitute a default under the indenture governing the 2030 Convertible Notes.

A default under the indenture governing the 2030 Convertible Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness.

If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2030 Convertible Notes or make cash payments upon conversions thereof.

Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the 2030 Convertible Notes.

We expect that many investors in, and potential purchasers of, the 2030 Convertible Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the 2030 Convertible Notes.

Investors would typically implement such a strategy by selling short the common stock underlying the 2030 Convertible Notes and dynamically adjusting their short position while continuing to hold the 2030 Convertible Notes.

Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock.

We cannot assure you that market conditions will permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all.

If market conditions do not permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all, at any time while the 2030 Convertible Notes are outstanding, the trading price and liquidity of the 2030 Convertible Notes may be adversely affected.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our common stock).

Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc.

and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the 2030 Convertible Notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the 2030 Convertible Notes.

In addition, the number of shares of our common stock available for lending in connection with short sale transactions and the number of counterparties willing to enter into an equity swap on our common stock with a Note investor may not be sufficient for the implementation of a convertible arbitrage strategy.

These and other market events could make implementing a convertible arbitrage strategy prohibitively expensive or infeasible.

We cannot assure you that a sufficient number of shares of our common stock will be available to borrow on commercial terms, or at all, to holders of the 2030 Convertible Notes.

If purchasers of the 2030 Convertible Notes that seek to employ a convertible arbitrage strategy are unable to do so on commercial terms, or at all, then the trading price of, and the liquidity of the market for, the 2030 Convertible Notes may significantly decline.

Volatility in the market price and trading volume of our common stock could adversely impact the trading price of the 2030 Convertible Notes.

The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies.

The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this Annual Report or the documents we have incorporated by reference in this Annual Report or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability.

A decrease in the market price of our common stock would likely adversely impact the trading price of the 2030 Convertible Notes.

The market price of our common stock could also be affected by possible sales of our common stock by investors who view the 2030 Convertible Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock.

This trading activity could, in turn, affect the trading price of the 2030 Convertible Notes.

Conversion of the 2030 Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

The conversion of some or all of the 2030 Convertible Notes may dilute the ownership interests of our stockholders.

Upon conversion of the 2030 Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.

If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

In addition, the existence of the 2030 Convertible Notes may encourage short selling by market participants because the conversion of the 2030 Convertible Notes could be used to satisfy short positions, or anticipated conversion of the 2030 Convertible Notes into shares of our common stock could depress the price of our common stock.

The accounting method for the 2030 Convertible Notes could adversely affect our reported financial condition and results.

The accounting method for reflecting the 2030 Convertible Notes on our balance sheet, accruing interest expense for the 2030 Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

In accordance with Financial Accounting Standards Board’s Accounting Standards Update 2020-06 (“ASU 2020-06”), the 2030 Convertible Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the 2030 Convertible Notes, net of issuance costs.

The issuance costs are treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the 2030 Convertible Notes.

As a result of this amortization, the expense that we recognize for the 2030 Convertible Notes for accounting purposes will be greater than the cash interest payments we pay on the 2030 Convertible Notes, which results in lower reported income.

In addition, we expect that the shares of common stock underlying the 2030 Convertible Notes will be reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06.

Under that method, diluted earnings per share are generally calculated assuming that all the 2030 Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive.

The application of the if-converted method may reduce our reported diluted earnings per share.

In addition, in the future, we may, in our sole discretion, irrevocably elect to settle the conversion value of the 2030 Convertible Notes in cash up to the principal amount being converted.

Following such an irrevocable election, if the conversion value of the 2030 Convertible Notes exceeds their principal amount for a reporting period, then we will calculate our diluted earnings per share by assuming that all of the 2030 Convertible Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess, unless the result would be anti-dilutive.

Future sales of our common stock or equity-linked securities in the public market could lower the market price for our common stock and adversely impact the trading price of the 2030 Convertible Notes.

In the future, we may sell additional shares of our common stock or equity-linked securities to raise capital.

In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise of conversion of the 2030 Convertible Notes.

We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock.

The issuance and sale of substantial amounts of common stock or equity-linked securities, or the perception that such issuances and sales may occur, could adversely affect the trading price of the 2030 Convertible Notes and the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities.

Holders of 2030 Convertible Notes are not entitled to any rights with respect to our common stock, but they will be subject to all changes made with respect to our common stock to the extent our conversion obligation includes shares of our common stock.

Holders of 2030 Convertible Notes are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock) prior to the conversion date relating to such 2030 Convertible Notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), but holders of 2030 Convertible Notes will be subject to all changes affecting our common stock.

For example, if an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date related to a holder’s conversion of its 2030 Convertible Notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common stock.

Upon conversion of the 2030 Convertible Notes, you may receive less valuable consideration than expected because the value of our common stock may decline after you exercise your conversion right but before we settle our conversion obligation.

Under the 2030 Convertible Notes, a converting holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders 2030 Convertible Notes for conversion until the date we settle our conversion obligation.

Upon conversion of the 2030 Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.

If we elect to satisfy our conversion obligation in cash or a combination of cash and shares of our common stock, the amount of consideration that you will receive upon conversion of your 2030 Convertible Notes will be determined by reference to the volume-weighted average price of our common stock for each trading day in a 40 trading day observation period.

If the price of our common stock decreases during this period, the amount and/or value of consideration you receive will be adversely affected.

In addition, if the market price of our common stock at the end of such period is below the average volume-weighted average price of our common stock during such period, the value of any shares of our common stock that you will receive in satisfaction of our conversion obligation will be less than the value used to determine the number of shares that you will receive.

If we elect to satisfy our conversion obligation solely in shares of our common stock upon conversion of the 2030 Convertible Notes, we will be required to deliver the shares of our common stock, together with cash for any fractional share, on the second business day following the relevant conversion date.

Accordingly, if the price of our common stock decreases during this period, the value of the shares that you receive will be adversely affected and would be less than the conversion value of the 2030 Convertible Notes on the conversion date.

The increase in the conversion rate for 2030 Convertible Notes converted in connection with a make-whole fundamental change or a notice of redemption may not adequately compensate you for any lost value of your 2030 Convertible Notes as a result of such transaction or redemption.

If a make-whole fundamental change occurs prior to the maturity date or if we deliver a notice of redemption, we will, under certain circumstances, increase the conversion rate by a number of additional shares of our common stock for 2030 Convertible Notes converted in connection with such make-whole fundamental change or notice of redemption.

The increase, if any, in the conversion rate for 2030 Convertible Notes converted in connection with a make-whole fundamental change or a notice of redemption may not adequately compensate you for any lost value of your 2030 Convertible Notes as a result of such transaction or redemption.

In addition, if the “stock price” is greater than $32.50 per share or less than $23.65 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate.

Moreover, in no event will the conversion rate per $1,000 principal amount of 2030 Convertible Notes as a result of this adjustment exceed 42.2834 shares of common stock, subject to adjustment in the same manner as the conversion rate.

Our obligation to increase the conversion rate for 2030 Convertible Notes converted in connection with a make-whole fundamental change or a notice of redemption could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

The conversion rate of the 2030 Convertible Notes may not be adjusted for all dilutive events.

The conversion rate of the 2030 Convertible Notes is subject to adjustment for certain events, including, but not limited to, the issuance of certain stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends (excluding regular monthly dividends in an amount that do not exceed $0.165 per share) and certain issuer tender or exchange offers.

However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or an issuance of common stock for cash, that may adversely affect the trading price of the 2030 Convertible Notes or our common stock.

An event that adversely affects the value of the 2030 Convertible Notes may occur, and that event may not result in an adjustment to the conversion rate.

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the 2030 Convertible Notes.

Upon the occurrence of a fundamental change, you have the right to require us to repurchase all or any portion of your 2030 Convertible Notes.

However, the fundamental change provisions will not afford protection to holders of 2030 Convertible Notes in the event of other transactions that could adversely affect the 2030 Convertible Notes.

For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to offer to repurchase the 2030 Convertible Notes.

In the event of any such transaction, the holders would not have the right to require us to repurchase 2030 Convertible Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of 2030 Convertible Notes.

Certain provisions in the indenture governing the 2030 Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Certain provisions in the indenture governing the 2030 Convertible Notes may make it more difficult or expensive for a third party to acquire us.

For example, the indenture governing the 2030 Convertible Notes will require us, except as described in this Annual Report, to repurchase the 2030 Convertible Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its 2030 Convertible Notes in connection with a make-whole fundamental change.

A takeover of us may trigger the requirement that we repurchase the 2030 Convertible Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover.

Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

You may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the 2030 Convertible Notes even though you do not receive a corresponding cash distribution.

The conversion rate of the 2030 Convertible Notes is subject to adjustment in certain circumstances, including the payment of cash dividends (excluding regular monthly cash dividends in an amount that does not exceed $0.165 per share).

If the conversion rate is adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, you may be deemed to have received a dividend subject to U.S.

federal income tax without the receipt of any cash.

In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you.

If a make-whole fundamental change occurs prior to the maturity date or if we deliver a notice of redemption, under some circumstances, we will increase the conversion rate for 2030 Convertible Notes converted in connection with the make-whole fundamental change or notice of redemption, as the case may be.

Such increase also may be treated as a distribution subject to U.S.

federal income tax as a dividend.

If you are a non-U.S.

Holder, any deemed dividend would be subject to U.S.

federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the 2030 Convertible Notes or any common stock received upon conversion thereof or from any proceeds of any subsequent sale, exchange or other disposition of such 2030 Convertible Notes (including the retirement of such 2030 Convertible Notes) or such common stock by such non-U.S.

Holder or other funds or assets of such non-U.S.

Risks Related to our Preferred Stock

There will be no public market for the Series A Preferred Stock as we do not intend to apply for listing on a national securities exchange unless the Share Repurchase Program is terminated.

There is no public market for the Series A Preferred Stock as we do not intend to apply for listing on a national securities exchange unless the Share Repurchase Program is terminated.

There is currently no public market for our Series A Preferred Stock and we do not intend to apply to list the Series A Preferred Stock on a national securities exchange or to include the Series A Preferred Stock for listing on any national securities market.

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Federal Income Tax Considerations” and “Business—Regulation as a BDC.”

We are subject to risks related to corporate social responsibility.

Our business (including that of our portfolio companies) may face public scrutiny related to environmental, social and governance (“ESG”) activities.

A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized.

Adverse incidents with respect to ESG activities could impact the value of our brand, our relationship with future portfolio companies, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.

Additionally, new regulatory initiatives related to ESG that are applicable to us and our portfolio companies could adversely affect our business.

The SEC has adopted rules that, among other matters, establish a framework for reporting of climate-related risks and other ESG-related rules have been proposed and these or similar rules may be adopted in the

Compliance with these rules may be onerous and expensive.

Further, compliance with any new laws, regulations or disclosure obligations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

We and/or our portfolio companies may be subject to risks related to global climate change.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors