What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-03 compared with 2025-03-04 · 32 added, 29 removed, 247 unchanged (20% of the section changed)

30 unchanged sentences

The Stock Repurchase Program does not obligate us to acquire any specific number of shares, and all repurchases will be made in accordance with SEC Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock repurchases.

Any decision to repurchase shares under the Stock Repurchase Program is evaluated by the Board based on a variety of factors, including available liquidity, leverage considerations, investment opportunities, and prevailing market conditions.

The Stock Repurchase Program may be extended, modified or discontinued at any time for any reason.

1 unchanged sentence

We retire all shares of common stock that we purchase in connection with the Stock Repurchase Program.

During the year ended December 31, 2024, we did not make any repurchases of our common stock.

The following table summarizes the shares of common stock that we repurchased under the Stock Repurchase Program during the years ended December 31, 2024, 2023 and 2022 (amounts in thousands except shares):

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of the Program Approximate Dollar Value of Shares That May Yet be Purchased Under the Program

January 1, 2022 through December 31, 2022 42,254 $ 8.30 42,254 $ 9,642

January 1, 2023 through December 31, 2023 — — — 9,642

January 1, 2024 through December 31, 2024 — — — 9,642

Total 42,254 $ 8.30 42,254 $ 9,642

During the years ended December 31, 2025, 2024 and 2023, we did not make any repurchases of our common stock on the open market under the Stock Repurchase Program.

As of December 31, 2025, the approximate dollar value of shares remaining that may be repurchased under the program was $9.6 million.

Dividend Reinvestment Plan (DRIP)

3 unchanged sentences

Sales of Unregistered Securities

We did not sell any securities during the period covered by this Annual Report that were not registered under the Securities Act of 1933, as amended.

We did not sell any securities during the period covered by this Annual Report that were not registered under the Securities Act.

Stock Performance Graph

This graph compares the return on our common stock with that of the Standard & Poor’s (“S&P”) 500 Stock Index, the Russell 1000 Index and the S&P BDC Index, for the last 10 fiscal years.

The graph assumes that, on December 31, 2014, a person invested $10,000 in our common stock, the S&P 500 Stock Index, the Russell 1000 Index and the S&P BDC Index.

The graph measures total stockholder return, which takes into account changes in stock price and assumes reinvestment of all dividends and distributions prior to any tax effect.

This graph compares the total return on our common stock against total returns of the Standard & Poor’s (“S&P”) 500 Stock Index, the Russell 1000 Index and the S&P BDC Index, for the last 10 fiscal years.

The graph assumes a $10,000 investment in each of our common stock, the S&P 500 Stock Index, the Russell 1000 Index and the S&P BDC Index on December 31, 2015.

The total returns on the graph are calculated based on changes in stock price and the reinvestment of all dividends and distributions, prior to any tax effect.

Annualized Total Returns

27 unchanged sentences

There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.

(4) Estimated annual expense captions presented in the table above are computed relative to our net asset value of $123.2 million as of December 31, 2025.

(5) Our base management fee is 1.75% of the average value of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and assets owned by any consolidated entity).

9 unchanged sentences

The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, OFS Advisor will receive 20.0% of our pre-incentive fee net investment income as if a hurdle rate did not apply.

There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle rate and there is no delay of payment if prior quarters are below the quarterly hurdle rate.

There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts

previously paid if subsequent quarters are below the quarterly hurdle rate and there is no delay of payment if prior quarters are below the quarterly hurdle rate.

• The Capital Gains Fee, payable annually in arrears, equals 20.0% of our realized capital gains on a cumulative basis, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), 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.

2 unchanged sentences

See “Management and Other Agreements—Investment Advisory Agreement.”

(6) Interest payments on borrowed funds assumes that the interest expense we will incur during the next twelve months remains consistent with the actual interest expense incurred during the year ended December 31, 2024.

(7) Interest payments on borrowed funds represent interest expenses to be incurred on our $220.5 million of outstanding debt as of December 31, 2025.

Borrowing costs also include amortization of deferred debt issuance costs related to the issuance of our outstanding debt.

As of December 31, 2024, our asset coverage ratio was 169% as permitted under Section 61(a)(2) of the 1940 Act, and assumes a weighted average interest rate for our assumed average outstanding borrowings of 6.38%, which is equal to the weighted average effective interest rate of our debt during the year ended December 31, 2024.

As of December 31, 2025, our asset coverage ratio was 156% as permitted under Section 61(a)(2) of the 1940 Act, and assumes a weighted-average effective interest rate of 7.1%, which is equal to the weighted-average effective interest rate of our $220.5 million of debt outstanding as of December 31, 2025.

We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.

As of December 31, 2025, availability under the Banc of California Credit Facility was $20.5 million, based on the stated advance rate of 50% under the borrowing base and the $ 4.5 million outstanding.

As of December 31, 2024, availability under the BNP Facility was $82.7 million and $67.4 million remained outstanding.

Our stockholders will bear directly or indirectly the costs of borrowings under any debt instruments we may enter into.

5 unchanged sentences

The indirect expenses that will be associated with our Structured Finance Securities are not included in the fee table presentation, but if such expenses were included in the fee table presentation then our total annual expenses would have been 22.73%.

(9) Estimated annual expense captions presented in the table above are computed relative to our net asset value of $172.2 million as of December 31, 2024.

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock.

10 unchanged sentences

If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher.

For example, if we assumed that we received our 5.0% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses

set forth in the above illustration would be as follows:

1 Year 3 Years 5 Years 10 Years

19 unchanged sentences

December 31, 2022 $ 125,000 $ 3,721 — N/A

December 31, 2021 $ 125,000 $ 3,870 — N/A

4.95% Notes due 2028

3 unchanged sentences

December 31, 2022 $ 55,000 $ 8,457 — $ 23.27

December 31, 2021 $ 55,000 $ 8,795 — $ 25.51

7.50% Notes due 2028

December 31, 2025 $ 69,000 $ 4,980 — $ 25.45

8.00% Note due 2029

December 31, 2025 $ 25,000 $ 13,746 — N/A

6.25% Notes due 2023

December 31, 2020 $ 25,000 $ 14,754 — $ 24.82

6.375% Notes due 2025

December 31, 2020 $ 50,000 $ 7,377 — $ 22.66

December 31, 2019 $ 50,000 $ 7,519 — $ 25.30

December 31, 2018 $ 50,000 $ 5,645 — $ 24.84

6.50% Notes due 2025

6 unchanged sentences

December 31, 2025 $ 50,950 $ 6,745 — N/A

(dollar amounts in thousands, except per unit data)

Class and Year

Total Amount Outstanding (1)

Asset Coverage Per Unit (2)

Involuntary Liquidating Preference Per Unit (3)

Average Market Value Per Unit (4)

December 31, 2024 $ 67,350 $ 6,245 — N/A

3 unchanged sentences

December 31, 2020 $ 31,450 $ 11,728 — N/A

December 31, 2019 $ 56,450 $ 6,659 — N/A

Banc of California Credit Facility

1 unchanged sentence

December 31, 2024 $ 1,000 $ 420,574 — N/A

(dollar amounts in thousands, except per unit data)

Class and Year

Total Amount Outstanding (1)

Asset Coverage Per Unit (2)

Involuntary Liquidating Preference Per Unit (3)

Average Market Value Per Unit (4)

December 31, 2023 $ — $ — — N/A

15 unchanged sentences

December 31, 2016 $ 149,880 $ — — N/A

December 31, 2015 $ 149,880 $ — — N/A

Total Senior Securities (7)

15 unchanged sentences

(4) Average market value per unit for our unsecured notes represents the average of the daily closing prices as reported on the Nasdaq Market during the period presented.

Not applicable to our 4.75% Notes due 2026, the Banc of California Credit Facility, BNP Facility or SBA debentures because these senior securities are not registered for public trading.

Not applicable to our 4.75% Notes due 2026, 8.00% Note due 2029, the Banc of California Credit Facility, BNP Facility or SBA debentures because these senior securities are not registered for public trading.

(5) On January 8, 2026, we issued notices to the holders of the 4.75% Notes due 2026 regarding the exercise of our option to redeem on February 9, 2026 the remaining $16.0 million of outstanding notes at 100% of their principal amount, plus the accrued and unpaid interest.

(6) The SBA debentures were not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC.

2 unchanged sentences

The following is a schedule of financial highlights for each year in the ten-year period ended December 31, 2025.

The financial highlights as of December 31, 2024, 2023, 2022, 2021, 2020 and 2019 were audited by KPMG LLP and the financial highlights for each year in the four-year period ended December 31, 2018 are derived from our consolidated financial statements that were audited by our former independent registered public accounting firm.

The financial highlights as of December 31, 2025, 2024, 2023, 2022, 2021, 2020 and 2019 were audited by KPMG LLP and the financial highlights for each year in the three-year period ended December 31, 2018 are derived from our consolidated financial statements that were audited by our former independent registered public accounting firm.

The data should be read in conjunction with our consolidated financial statements and notes thereto and “Item 7.

16 unchanged sentences

Total from operations (2.47) 2.12 (0.04) (0.56) 4.24 0.28 0.72 0.71 0.64 1.42

Distributions

(1.36) (1.34) (1.16) (0.91) (0.86) (1.36) (1.73) (1.36) (1.36) (1.36)

Distributions from net investment income (0.39) (1.36) (1.34) (1.16) (0.91) (0.86) (1.36) (1.35) (1.14) (1.25)

Distributions from long term capital gains — — — — — — — (0.38) (0.22) (0.02)

Distributions from tax return of capital (0.80) — — — — — — — — (0.09)

Issuance/repurchase of common stock (2)

36 unchanged sentences

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 5. Market for Registrant’s Common Equity