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Sales of Unregistered Securities
−Removed: We previously issued shares of common stock that are not subject to the registration requirements of the Securities Act in connection with the DRIP.
−Removed: On December 8, 2023, the Company terminated the DRIP;
−Removed: therefore, during the year ended December 31, 2024 we issued no shares related to the DRIP.
−Removed: During the year ended December 31, 2023 we issued 15,700 shares of common stock valued at $0.2 million to shareholders in connection with the DRIP.
+Added: On September 16, 2025, the Company, entered into a Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”) with Patriot Financial Partners IV, L.P.
+Added: and Patriot Financial Partners Parallel IV, L.P.
+Added: (together, “Patriot”).
+Added: Pursuant to the Purchase and Exchange Agreement, Patriot and the Company agreed that in exchange (the “Exchange”) for (i) all of the 20,000 outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.02 per share (the “Series A Preferred Stock”) originally issued to Patriot for an aggregate purchase price of $20 million (the “Original Transaction”) and (ii) $10 million in cash, the Company issued to Patriot 2,307,692 shares (the “Shares”) of the Company’s common stock, par value $0.02 per share (“Common Stock”).
+Added: The Exchange was undertaken as a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
+Added: The Company relied upon this exemption from registration based in part on representations made by Patriot in the Purchase and Exchange Agreement.
+Added: The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration.
+Added: Pursuant to the Purchase and Exchange Agreement, Patriot is subject to restrictions on transferring the Shares for two years following the date of the Purchase and Exchange Agreement without the Company’s consent, subject to certain customary exceptions.
+Added: The Purchase and Exchange Agreement also contains customary representations, warranties and covenants.
+Added: The Exchange closed concurrently with execution of the Purchase and Exchange Agreement.
+Added: The Purchase and Exchange Agreement also made certain non-substantive amendments to the Investor Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Investor Rights Agreement”) and the Registration Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Registration Rights Agreement”) in order to reflect the occurrence of the Exchange.
+Added: The Investor Rights Agreement and the Registration Rights Agreement are described in greater detail in Company’s Current Report on Form 8-K filed on February 7, 2023 (the “February 7 8-K”) and exhibits 4.1 and 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
+Added: The Exchange had no effect on Patriot’s outstanding warrants to purchase, in the aggregate, 47,540 shares of Common Stock which are also described in greater detail in the February 7 8-K.
Issuer Purchases of Equity Securities
On November 1, 2024, the Company’s Board of Directors approved a new stock repurchase program granting the Company authority to repurchase up to 1.0 million shares of Company common stock during the following twelve months.
−Removed: From November 1, 2024 through December 31 2024, the company purchased 30 thousand shares at an average price of $13.35 per share for $402 thousand in proceeds.
−Removed: The Company declared common dividends of $0.19 per share for the first, second, third and fourth quarters of 2024 and $0.18 per share for the first, second, third and fourth quarters of 2023.
−Removed: The Company’s ability to continue to pay common stock dividends is subject to, among other things, Board approval and limitations on capital distributions in the event of a breach of any regulatory capital buffers, with the degree of such restrictions based on the extent to which the buffers are breached.
−Removed: We can offer no assurance that we will achieve results that will permit the payment of any cash distributions.
−Removed: Prior to our 2023 taxable year, when the Company operated as a RIC, we were required to timely distribute to our shareholders, in respect of each taxable year, dividends for U.S.
−Removed: federal income tax purposes of an amount generally at least equal to the Annual Distribution Requirement.
−Removed: Upon satisfying this requirement in respect of a taxable year, we generally were not subject to U.S.
−Removed: federal income taxes at corporate rates on any income we distributed to our shareholders as dividends for U.S.
−Removed: federal income tax purposes.
−Removed: The following table summarizes our dividend declarations and distributions from January 1, 2022 through December 31, 2022, after which the Company no longer operates as a RIC:
−Removed: Record Date Payment Date Distribution Declared
+Added: On November 7, 2025, the Company’s Board of Directors approved a twelve month extension of the stock repurchase program.
+Added: Total Number of Shares Purchased (b)
+Added: Average Price Paid per Share (c)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d)
+Added: Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: January 1, 2025 - January 31, 2025 — $ — — 970
+Added: February 1, 2025 - February 28, 2025 — — — 970
March 1, 2025 - March 31, 2025 — — — 970
+Added: April 1, 2025 - April 30, 2025 — — — 970
+Added: May 1, 2025 - May 31, 2025 — — — 970
June 1, 2025 - June 30, 2025 16 10.42 16 954
+Added: July 1, 2025 - July 31, 2025 — — — 954
+Added: August 1, 2025 - August 31, 2025 — — — 954
September 1, 2025 - September 30, 2025 — — — 954
+Added: October 1, 2025 - October 31, 2025 — — — 954
+Added: November 1, 2025 - November 30, 2025 101 10.18 101 853
December 1, 2025 - December 31, 2025 26 11.40 26 827
+Added: Total 143 $ 10.43
+Added: The Company declared common dividends of $0.19 per share for the first, second, third and fourth quarters of 2025 and 2024.
+Added: The Company’s ability to continue to pay common stock dividends is subject to, among other things, Board approval and limitations on capital distributions in the event of a breach of any regulatory capital buffers, with the degree of such restrictions based on the extent to which the buffers are breached.
+Added: We can offer no assurance that we will achieve results that will permit the payment of any cash distributions.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
The Company has a stock-based compensation plan as discussed in NOTE 20—BENEFIT PLANS.
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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.