Item 8. Financial Statements and Supplementary Data
ITEM 8. Financial Statements and Supplementary Data
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB Firm ID 185 )
104
Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 202 4
106
Consolidated Statements of Operations for the Years Ended December 31, 2025, 202 4 and 202 3
107
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2025 , 202 4 and 202 3
108
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 202 4 and 202 3
109
Consolidated Schedules of Investments as of December 31, 2025, and 202 4
110
Notes to Consolidated Financial Statements
130
103
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
OFS Capital Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of OFS Capital Corporation and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the custodians, agent banks, portfolio companies, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Accompanying Supplemental Information
We have also previously audited, in accordance with the standards of the PCAOB, the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2023, 2022 and 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2022 and 2021 (none of which is presented herein), and we expressed unqualified opinions on those consolidated financial statements. The senior securities information included in Part II, Item 5 of the Annual Report on Form 10-K of the Company as of December 31, 2025, under the caption “Senior Securities” (the Senior Securities Table), has been subjected to audit procedures performed in conjunction with the audits of the Company’s respective consolidated financial statements. The Senior Securities Table is the responsibility of the Company’s management. Our audit procedures included determining whether the Senior Securities Table reconciles to the respective consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Senior Securities Table. In forming our opinion on the Senior Securities Table, we evaluated whether the Senior Securities Table, including its form and content, is presented in conformity with the instructions to Form N-2. In our opinion, the Senior Securities Table is fairly stated, in all material respects, in relation to the respective consolidated financial statements as a whole.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
104
Evaluation of the fair value of Portfolio Company Investments using unobservable inputs
As discussed in Notes 2 and 5 to the consolidated financial statements, the Company measures its investments at fair value. For those investments where the valuation is based on less observable or unobservable inputs, the Company’s determination of fair value requires more judgment. The majority of the Company’s investments are debt or equity investments in a portfolio company, excluding Structured Finance Securities, (collectively, Portfolio Company Investments), valued using unobservable inputs which the Company measures using either the income approach or market approach, or combining multiple valuation approaches. As of December 31, 2025, the fair value of such investments was $265.6 million.
We identified the evaluation of the fair value of Portfolio Company Investments valued using unobservable inputs as a critical audit matter. In particular, assessing the discount rates used in the discounted cash flows valuation technique and the earnings metric multiples used in the market approach valuation technique required a high degree of subjective auditor judgment and the involvement of valuation professionals.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the fair value of Portfolio Company Investments using unobservable inputs. This included controls related to the development of the discount rates and earnings metric multiples used in the discounted cash flows and market approach valuation techniques, respectively. For a selection of Portfolio Company Investments, we compared relevant data elements used by the Company to derive the discount rates and earnings metric multiples to underlying documentation. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of Portfolio Company Investments by developing:
• a market yield analysis that assessed publicly available market information such as observable market yields of comparable companies of similar credit quality for selected Portfolio Company Investments fair valued by the Company using the income approach
• a set of guideline public companies that assessed market information from publicly available sources, including earnings metric multiples of publicly traded comparable companies for selected Portfolio Company Investments fair valued by the Company using the market approach
• a fair value range for the selected Portfolio Company Investments, based upon the independent market research performed and compared the results to the Company’s fair value estimates.
We have served as the Company’s auditor since 2019.
Chicago, Illinois
March 3, 2026
105
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities
(Dollar amounts in thousands, except per share data)
December 31,
2025 2024
Assets
Investments, at fair value
Non-control/non-affiliate investments (amortized cost of $ 300,748 and $ 352,089 , respectively)
$ 242,070 $ 305,242
Affiliate investments (amortized cost of $ 27,652 and $ 11,458 , respectively)
99,945 104,423
Total investments, at fair value (amortized cost of $ 328,400 and $ 363,547 , respectively)
342,015 409,665
Cash and cash equivalents 3,359 6,068
Receivable for investments sold — 9,247
Interest and dividend receivable 719 1,774
Prepaid expenses and other assets 613 1,369
Total assets $ 346,706 $ 428,123
Liabilities
Revolving lines of credit 55,450 68,350
Unsecured Notes (net of discounts and deferred debt issuance costs of $ 2,812 and $ 1,688 , respectively)
162,188 178,312
Interest payable 2,269 3,195
Payable to investment adviser and affiliates (Note 3) 2,264 3,145
Payable for investments purchased — 1,802
Other liabilities 1,347 1,094
Total liabilities 223,518 255,898
Commitments and contingencies (Note 6)
Net Assets
Preferred stock, par value of $ 0.01 per share, 2,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
$ — $ —
Common stock, par value of $ 0.01 per share, 100,000,000 shares authorized, 13,398,078 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
134 134
Paid-in capital in excess of par 174,195 184,912
Total distributable earnings (accumulated losses) ( 51,141 ) ( 12,821 )
Total net assets 123,188 172,225
Total liabilities and net assets $ 346,706 $ 428,123
Number of common shares outstanding 13,398,078 13,398,078
Net asset value per share $ 9.19 $ 12.85
See Notes to Consolidated Financial Statements.
106
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Operations
(Dollar amounts in thousands, except per share data)
Year Ended December 31,
2025 2024 2023
Investment income
Interest income:
Non-control/non-affiliate investments $ 37,017 $ 41,699 $ 53,208
Affiliate investments 5 — —
Total interest income 37,022 41,699 53,208
Payment-in-kind interest and dividend income:
Non-control/non-affiliate investments 1,312 1,635 1,461
Affiliate investments 1,407 1,098 1,136
Total payment-in-kind interest and dividend income: 2,719 2,733 2,597
Dividend income:
Non-control/non-affiliate investments 273 43 29
Affiliate investments 273 2,984 630
Total dividend income 546 3,027 659
Fee income:
Non-control/non-affiliate investments 404 505 479
Total investment income 40,691 47,964 56,943
Expenses
Interest expense 16,510 16,648 19,482
Base management fees 5,769 5,993 7,218
Income Incentive Fee 1,758 4,178 5,040
Professional fees 1,623 1,630 1,681
Administration fees 1,557 1,521 1,680
Other expenses 1,090 1,282 1,682
Total expenses 28,307 31,252 36,783
Net investment income 12,384 16,712 20,160
Net realized and unrealized gain (loss) on investments
Net realized loss on non-control/non-affiliate investments ( 12,159 ) ( 10,606 ) ( 838 )
Net realized loss on affiliate investments — ( 6,506 ) —
Net realized loss on control investments — — ( 10,516 )
Income tax (expense) benefit on net realized gains on investments 1 ( 9 ) ( 51 )
Net unrealized appreciation (depreciation) on non-control/non-affiliate investments ( 15,989 ) 4,035 ( 7,033 )
Net unrealized appreciation (depreciation) on affiliate investments ( 16,515 ) 25,326 ( 10,961 )
Net unrealized appreciation on control investments — — 9,056
Deferred tax expense on net unrealized appreciation ( 311 ) ( 510 ) ( 69 )
Net gain (loss) on investments ( 44,973 ) 11,730 ( 20,412 )
Loss on extinguishment of debt ( 504 ) — ( 213 )
Net increase (decrease) in net assets resulting from operations $ ( 33,093 ) $ 28,442 $ ( 465 )
Net investment income per common share - basic and diluted $ 0.92 $ 1.25 $ 1.50
Net increase (decrease) in net assets resulting from operations per common share - basic and diluted $ ( 2.47 ) $ 2.12 $ ( 0.04 )
Distributions declared per common share $ 1.19 $ 1.36 $ 1.34
Basic and diluted weighted-average common shares outstanding 13,398,078 13,398,078 13,398,078
See Notes to Consolidated Financial Statements.
107
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets
(Dollar amounts in thousands)
Preferred Stock Common Stock
Number of shares Par value Number of shares Par value Paid-in capital in excess of par Total distributable earnings (accumulated losses) Total net assets
Balances at December 31, 2022 — $ — 13,398,078 $ 134 $ 184,841 $ ( 4,552 ) $ 180,423
Net decrease in net assets resulting from operations:
Net investment income — — — — — 20,160 20,160
Net realized losses on investments, net of taxes — — — — — ( 11,405 ) ( 11,405 )
Net unrealized depreciation on investments, net of deferred taxes — — — — — ( 9,007 ) ( 9,007 )
Loss on extinguishment of debt — — — — — ( 213 ) ( 213 )
Dividends declared — — — — — ( 17,954 ) ( 17,954 )
Net decrease for the year ended December 31, 2023 — — — — — ( 18,419 ) ( 18,419 )
Balances at December 31, 2023 — $ — 13,398,078 $ 134 $ 184,841 $ ( 22,971 ) $ 162,004
Net increase in net assets resulting from operations:
Net investment income — — — — — 16,712 16,712
Net realized losses on investments, net of taxes — — — — — ( 17,121 ) ( 17,121 )
Net unrealized appreciation on investments, net of deferred taxes — — — — — 28,851 28,851
Tax reclassifications of permanent differences — — — — 71 ( 71 ) —
Dividends declared — — — — — ( 18,221 ) ( 18,221 )
Net increase for the year ended December 31, 2024 — — — — 71 10,150 10,221
Balances at December 31, 2024 — $ — 13,398,078 $ 134 $ 184,912 $ ( 12,821 ) $ 172,225
Net decrease in net assets resulting from operations:
Net investment income — — — — — 12,384 12,384
Net realized losses on investments, net of taxes — — — — — ( 12,158 ) ( 12,158 )
Net unrealized depreciation on investments, net of deferred taxes — — — — — ( 32,815 ) ( 32,815 )
Loss on extinguishment of debts — — — — — ( 504 ) ( 504 )
Tax reclassifications of permanent differences — — — — ( 1 ) 1 —
Distributions declared:
Distributions from net investment income — — — — — ( 5,228 ) ( 5,228 )
Distributions from tax return of capital — — — — ( 10,716 ) — ( 10,716 )
Net decrease for the year ended December 31, 2025 — — — — ( 10,717 ) ( 38,320 ) ( 49,037 )
Balances at December 31, 2025 — $ — 13,398,078 $ 134 $ 174,195 $ ( 51,141 ) $ 123,188
See Notes to Consolidated Financial Statements.
108
OFS Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations $ ( 33,093 ) $ 28,442 $ ( 465 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
Net realized loss on investments, net of taxes 12,158 17,121 11,405
Net unrealized (appreciation) depreciation on investments, net of deferred taxes 32,815 ( 28,851 ) 9,007
Loss on extinguishment of debt 504 — 213
Amortization of deferred debt issuance costs 1,571 1,505 1,528
Write-off of deferred offering costs — 99 —
Amortization of intangible asset — 69 408
Amortization of Net Loan Fees ( 983 ) ( 1,649 ) ( 1,836 )
Amendment fees received 58 281 250
Payment-in-kind interest and dividend income ( 2,719 ) ( 2,733 ) ( 2,597 )
Accretion of interest income on Structured Finance Securities ( 11,558 ) ( 8,731 ) ( 10,857 )
Purchase and origination of portfolio investments ( 50,530 ) ( 93,370 ) ( 41,736 )
Proceeds from principal payments on portfolio investments 26,913 67,144 83,004
Proceeds from sale or redemption of portfolio investments 46,788 46,110 18,930
Distributions received from portfolio investments 14,922 15,595 14,483
Changes in operating assets and liabilities:
Interest and dividend receivable 1,055 443 ( 15 )
Receivable for investments sold 9,247 ( 9,247 ) —
Interest payable ( 926 ) ( 517 ) ( 235 )
Payable to investment adviser and affiliates ( 881 ) ( 411 ) ( 353 )
Payable for investments purchased ( 1,802 ) 1,802 —
Other assets and liabilities 100 ( 92 ) 432
Net cash provided by operating activities 43,639 33,010 81,566
Cash flows from financing activities
Distributions paid to common stockholders ( 15,944 ) ( 18,221 ) ( 17,954 )
Borrowings under revolving lines of credit 27,450 17,500 26,550
Repayments under revolving lines of credit ( 40,350 ) ( 39,650 ) ( 40,750 )
Proceeds from Unsecured Notes issuances, net of commissions and discounts 91,870 — —
Redemption of Unsecured Notes ( 109,000 ) — —
Repayments of SBA debentures — ( 31,920 ) ( 19,000 )
Payments of deferred debt issuance costs ( 374 ) — —
Net cash used in financing activities ( 46,348 ) ( 72,291 ) ( 51,154 )
Net increase (decrease) in cash and cash equivalents ( 2,709 ) ( 39,281 ) 30,412
Cash and cash equivalents — beginning of year 6,068 45,349 14,937
Cash and cash equivalents — end of year $ 3,359 $ 6,068 $ 45,349
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 15,865 $ 15,660 $ 18,189
Cash paid for taxes 21 182 31
Supplemental Disclosure of Non-Cash Activities:
Reclassification of deferred offering costs from the issuance of Unsecured Notes $ 52 $ — $ —
See Notes to Consolidated Financial Statements.
109
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Non-control/Non-affiliate Investments
Debt and Equity Investments
12 Interactive, LLC (D/B/A PerkSpot) (21) Software Publishers
First Lien Debt 9.42 % SOFR+ 5.75 % 9/5/2025 9/5/2030 $ 1,453 $ 1,441 $ 1,453 1.2 %
First Lien Debt 9.42 % SOFR+ 5.75 % 9/5/2025 3/5/2027 1,120 1,110 1,120 0.9 %
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 5.75 % 9/5/2025 9/5/2030 — ( 3 ) ( 3 ) —
2,573 2,548 2,570 2.1
24 Seven Holdco, LLC (15) Temporary Help Services
First Lien Debt 10.96 % SOFR+ 7.13 % 1/28/2022 11/16/2027 8,386 8,366 8,361 6.8
AIDC IntermediateCo 2, LLC (15) Computer Systems Design Services
First Lien Debt 8.97 % SOFR+ 5.25 % 7/22/2022 7/22/2027 1,940 1,925 1,938 1.6
First Lien Debt 8.97 % SOFR+ 5.25 % 7/31/2023 7/22/2027 45 45 45 —
1,985 1,970 1,983 1.6
Allen Media, LLC (15) Cable and Other Subscription Programming
First Lien Debt 9.32 % SOFR+ 5.50 % 3/2/2021 2/10/2027 3,652 3,651 2,862 2.3
Associated Spring, LLC (15) Spring Manufacturing
First Lien Debt 8.59 % SOFR+ 4.75 % 12/10/2024 4/4/2030 2,219 2,183 2,212 1.8
First Lien Debt (Delayed Draw) (5) 8.57 % SOFR+ 4.75 % 12/10/2024 4/4/2030 238 230 233 0.2
2,457 2,413 2,445 2.0
Asurion, LLC (14) (15) Communication Equipment Repair and Maintenance
First Lien Debt 7.97 % SOFR+ 4.25 % 10/28/2025 9/19/2030 1,496 1,493 1,498 1.2
110
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Avison Young Inc. (8) Nonresidential Property Managers
First Lien Debt (11) 3.70 % cash / 8.50 % PIK
SOFR+ 8.50 % 12/18/2025 12/12/2027 $ 82 $ 82 $ 83 0.1 %
First Lien Debt (11) (15) 5.20 % cash / 5.85 % PIK
SOFR+ 7.35 % 12/18/2025 12/12/2027 231 231 234 0.2
First Lien Debt (11) (15) 5.49 % cash / 6.50 % PIK
SOFR+ 8.00 % 11/25/2021 3/12/2029 1,669 1,670 1,452 1.2
First Lien Debt (6) (10) (11) (15) 5.60 % cash / 6.50 % PIK
SOFR+ 8.00 % 11/25/2021 3/12/2029 329 213 249 0.2
First Lien Debt (Delayed Draw) (5) n/m (18) SOFR+ 8.50 % 12/18/2025 12/12/2027 — — — —
Common Equity ( 1,185 Class B units) (10) (13) (15)
3/12/2024 1,400 — —
Preferred Equity ( 1,715 Class A units) 12.5 % PIK (10) (13) (15)
3/12/2024 1,269 118 0.1
2,311 4,865 2,136 1.8
BayMark Health Services, Inc. (6) (15) Outpatient Mental Health and Substance Abuse Centers
Second Lien Debt 14.43 % SOFR+ 10.50 % 6/10/2021 6/11/2028 4,962 4,931 248 0.2
Second Lien Debt 14.70 % SOFR+ 10.50 % 6/10/2021 6/11/2028 3,988 3,961 199 0.2
8,950 8,892 447 0.4
Boca Home Care Holdings, Inc. (19) Services for the Elderly and Persons with Disabilities
First Lien Debt (15) 10.59 % SOFR+ 6.50 % 2/25/2022 2/25/2027 9,018 8,983 9,017 7.3
First Lien Debt (Revolver) (5) 10.59 % SOFR+ 6.50 % 2/25/2022 2/25/2027 226 222 226 0.2
Common Equity ( 1,290 Class A units) (10)
2/25/2022 1,290 768 0.6
Preferred Equity ( 3,446 Class A Units), 12.0 % cash / 2.0 % PIK
3/3/2023 345 363 0.3
9,244 10,840 10,374 8.4
Clevertech Bidco, LLC Commodity Contracts Dealing
First Lien Debt (15) 10.57 % SOFR+ 6.75 % 11/3/2023 12/30/2027 3,133 3,086 2,971 2.4
First Lien Debt (Revolver) (5) 10.57 % SOFR+ 6.75 % 11/3/2023 12/30/2027 112 107 96 0.1
3,245 3,193 3,067 2.5
Constellis Holdings, LLC (10) Other Justice, Public Order, and Safety Activities
Common Equity ( 20,628 common shares)
3/27/2020 703 33 —
111
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (17) Electrical Contractors and Other Wiring Installation Contractors
First Lien Debt 7.50 % N/A 6/30/2017 12/31/2027 $ 6,167 $ 6,167 $ 6,167 5.0 %
First Lien Debt (Revolver) (5) n/m (18) N/A 11/29/2021 12/31/2027 — — — —
Second Lien Debt (6) (10) 10.00 % PIK
N/A 6/30/2017 12/31/2028 9,590 6,584 2,382 1.9
Equity Participation Rights (7) (10) 12/31/2021 4,722 — —
15,757 17,473 8,549 6.9
Excelin Home Health, LLC (6) Home Health Care Services
Second Lien Debt 18.00 % PIK
N/A 10/25/2018 10/1/2026 7,119 6,765 4,079 3.3
GoTo Group (F/K/A LogMeIn, Inc.) (14) (15) Data Processing, Hosting, and Related Services
First Lien Debt 8.79 % SOFR+ 4.75 % 3/26/2021 4/28/2028 926 926 826 0.7
First Lien Debt 8.79 % SOFR+ 4.75 % 3/26/2021 4/28/2028 1,280 1,279 503 0.4
2,206 2,205 1,329 1.1
Heritage Grocers Group, LLC. (F/K/A Tony's Fresh Market / Cardenas Markets) (14) (15) Supermarkets and Other Grocery (except Convenience) Stores
First Lien Debt 10.52 % SOFR+ 6.75 % 7/20/2022 8/1/2029 8,908 8,763 6,976 5.7
Honor HN Buyer Inc. Services for the Elderly and Persons with Disabilities
First Lien Debt (15) 9.57 % SOFR+ 5.75 % 10/15/2021 10/15/2027 3,132 3,114 3,132 2.5
First Lien Debt (15) 9.57 % SOFR+ 5.75 % 10/15/2021 10/15/2027 1,981 1,959 1,981 1.6
First Lien Debt (15) 9.57 % SOFR+ 5.75 % 3/31/2023 10/15/2027 2,204 2,182 2,204 1.8
First Lien Debt (Revolver) (5) 11.50 % Prime+ 4.75 % 10/15/2021 10/15/2027 47 45 47 —
First Lien Debt (Delayed Draw) (5) (15) n/m (18) SOFR+ 5.75 % 10/15/2024 10/15/2026 — ( 10 ) ( 10 ) —
7,364 7,290 7,354 5.9
Idera Inc. Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
Second Lien Debt 10.75 % SOFR+ 6.75 % 1/27/2022 3/2/2029 2,683 2,683 2,500 2.0
Inergex Holdings, LLC (19) Other Computer Related Services
First Lien Debt 10.82 % SOFR+ 7.00 % 10/1/2018 10/1/2026 14,616 14,562 14,616 12.0
First Lien Debt (Revolver) 10.82 % SOFR+ 7.00 % 10/1/2018 10/1/2026 2,344 2,344 2,344 1.9
16,960 16,906 16,960 13.9
112
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Integrated Energy Services, LLC Computer Systems Design Services
First Lien Debt (15) 9.20 % SOFR+ 5.50 % 12/18/2025 12/19/2030 $ 525 $ 516 $ 516 0.4 %
First Lien Debt (Delayed Draw) (5) n/m (18) SOFR+ 5.50 % 12/18/2025 12/19/2030 — ( 5 ) ( 5 ) —
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 5.50 % 12/18/2025 12/19/2030 — ( 3 ) ( 3 ) —
525 508 508 0.4
JP Intermediate B, LLC Drugs and Druggists' Sundries Merchant Wholesalers
First Lien Debt 10.67 % SOFR+ 7.00 % 10/2/2025 9/30/2030 335 335 335 0.3
First Lien Debt (11) 5.17 % cash / 4.00 % PIK
SOFR+ 5.50 % 1/14/2021 3/31/2031 1,499 1,499 1,474 1.2
Common Equity ( 12,663 units) (10) (15)
9/30/2025 2,992 — —
1,834 4,826 1,809 1.5
Kreg LLC (20) Other Ambulatory Health Care Services
First Lien Debt (11) (15) 10.07 % cash / 0.50 % PIK
SOFR+ 6.25 % 12/20/2021 12/20/2026 17,256 17,233 16,773 13.6
First Lien Debt (Revolver) (5) 10.09 % SOFR+ 6.25 % 12/20/2021 12/20/2026 1,337 1,335 1,300 1.1
18,593 18,568 18,073 14.7
M2S Group Intermediate Holdings Inc. (14) (15) Plastics Packaging Film and Sheet (including Laminated) Manufacturing
First Lien Debt 8.59 % SOFR+ 4.75 % 10/28/2025 8/25/2031 1,500 1,483 1,493 1.2
Medrina LLC All Other Outpatient Care Centers
First Lien Debt (15) 9.69 % SOFR+ 6.00 % 10/20/2023 10/20/2029 2,190 2,155 2,190 1.8
First Lien Debt (15) 10.22 % SOFR+ 6.00 % 10/20/2023 10/20/2029 367 364 367 0.3
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.00 % 10/20/2023 10/20/2029 — ( 5 ) — —
2,557 2,514 2,557 2.1
Metasource, LLC (15) All Other Business Support Services
First Lien Debt 10.18 % cash / 0.50 % PIK
SOFR+ 6.25 % 5/17/2022 5/17/2027 2,727 2,708 2,645 2.1
113
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
One GI LLC Offices of Other Holding Companies
First Lien Debt (15) 10.57 % SOFR+ 6.75 % 12/13/2021 12/22/2025 (22) $ 7,280 $ 7,280 $ 6,618 5.4 %
First Lien Debt (15) 10.57 % SOFR+ 6.75 % 12/13/2021 12/22/2025 (22) 3,837 3,837 3,488 2.8
First Lien Debt (Revolver) 10.57 % SOFR+ 6.75 % 12/13/2021 12/22/2025 (22) 1,444 1,444 1,313 1.1
12,561 12,561 11,419 9.3
Planet Bingo, LLC (F/K/A 3rd Rock Gaming Holdings, LLC) (6) Software Publishers
First Lien Debt 6.50 % N/A 3/13/2018 12/31/2027 16,648 14,113 7,242 5.9
PM Acquisition LLC All Other General Merchandise Stores
Common Equity ( 499 units) (10)
9/30/2017 231 1,181 1.0
PSB Group, LLC (19) Lessors of Nonfinancial Intangible Assets (except Copyrighted Works)
First Lien Debt (15) 10.47 % SOFR+ 6.75 % 4/17/2025 4/17/2030 7,882 7,848 7,879 6.4
First Lien Debt (Revolver) (5) 10.47 % SOFR+ 6.75 % 4/17/2025 4/17/2030 406 401 405 0.3
8,288 8,249 8,284 6.7
Redstone Holdco 2 LP (F/K/A RSA Security) (15) Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
First Lien Debt 8.85 % SOFR+ 4.75 % 4/16/2021 4/27/2028 1,715 1,711 1,289 1.0
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) (8) (15) Other Industrial Machinery Manufacturing
First Lien Debt (11) 10.85 % Cash / 1.00 % PIK
SOFR+ 7.75 % 8/31/2021 9/30/2027 2,384 2,362 2,299 1.9
First Lien Debt (11) 10.85 % Cash / 1.00 % PIK
SOFR+ 7.75 % 8/31/2021 9/30/2027 720 714 694 0.6
Warrants (warrants to purchase up to $ 73,000 in common stock) (10)
8/31/2021 8/10/2030 (12) 200 68 0.1
3,104 3,276 3,061 2.6
RPLF Holdings, LLC (10) (13) Software Publishers
Common Equity ( 345,339 Class A units)
1/17/2018 — 1,462 1.2
114
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Sentry Centers Holdings, LLC (10) (13) Convention and Trade Show Organizers
Preferred Equity ( 1,603 Series B units)
9/4/2020 $ 160 $ 1 — %
Signal Parent, Inc. (14) (15) New Single-Family Housing Construction (except For-Sale Builders)
First Lien Debt 7.44 % SOFR+ 3.50 % 3/25/2021 4/3/2028 $ 1,518 1,513 1,096 0.9
SS Acquisition, LLC (19) Sports and Recreation Instruction
First Lien Debt (15) 9.42 % SOFR+ 5.75 % 12/20/2024 12/20/2029 16,795 16,728 16,828 13.6
First Lien Debt (Revolver) (5) 9.42 % SOFR+ 5.75 % 12/20/2024 12/20/2029 500 493 500 0.4
17,295 17,221 17,328 14.0
Staples, Inc. (14) (15) Business to Business Electronic Markets
First Lien Debt 9.60 % SOFR+ 5.75 % 5/23/2024 9/4/2029 2,539 2,468 2,418 2.0
TalentSmart Holdings, LLC (10) (13) (19) Professional and Management Development Training
Common Equity ( 670 Class A shares)
10/11/2019 670 695 0.6
Tolemar Acquisition, Inc. Motorcycle, Bicycle, and Parts Manufacturing
First Lien Debt (15) 9.82 % Cash / 1.25 % PIK
SOFR+ 6.00 % 10/14/2021 10/14/2027 14,443 14,383 10,500 8.5
First Lien Debt (Revolver) (5) 9.82 % SOFR+ 6.00 % 10/14/2021 10/14/2027 566 563 145 0.1
15,009 14,946 10,645 8.6
United Biologics Holdings, LLC (10) (13) Medical Laboratories
Preferred Equity ( 4,701 units)
4/16/2013 9 — —
Wellful Inc. (F/K/A KNS Acquisition Corp.) (11) (15) Electronic Shopping and Mail-Order Houses
First Lien Debt 8.33 % cash / 1.75 % PIK
SOFR+ 6.25 % 4/16/2021 10/19/2030 4,361 4,361 3,738 3.0
Total Debt and Equity Investments $ 216,070 $ 223,115 $ 180,465 146.7 %
115
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Structured Finance Securities (8)
Apex Credit CLO 2020 Ltd. (9) (16)
Subordinated Notes 9.87 % N/A 11/16/2020 4/20/2035 $ 11,080 $ 9,173 $ 5,653 4.6 %
Apex Credit CLO 2021 Ltd. (9) (16)
Subordinated Notes 6.51 % N/A 5/28/2021 7/18/2034 8,630 5,585 3,170 2.6
Apex Credit CLO 2022-1 Ltd. (9) (16)
Subordinated Notes 20.68 % N/A 4/28/2022 10/22/2038 17,074 9,807 7,929 6.4
Battalion CLO XI Ltd.
Mezzanine Debt - Class E 10.98 % SOFR+ 6.85 % 4/25/2022 4/24/2034 6,000 6,000 5,466 4.4
BlueMountain CLO XXXV Ltd. (9) (16)
Subordinated Notes 16.45 % N/A 10/30/2024 10/22/2037 7,800 5,954 4,644 3.8
Brightwood Capital MM CLO 2023-1, Ltd. (9) (16)
Subordinated Notes 24.50 % N/A 9/28/2023 10/15/2035 5,494 4,273 4,493 3.6
Canyon CLO 2019-1, Ltd. (9) (16)
Subordinated Notes 21.30 % N/A 8/22/2024 7/15/2037 18,453 9,581 8,539 6.9
CBAMR 2017-1, Ltd. (9) (16)
Subordinated Notes 21.02 % N/A 8/12/2025 1/20/2038 5,100 1,880 1,647 1.3
ICG US CLO 2021-3, Ltd. (9) (16)
Subordinated Notes 26.57 % N/A 8/8/2024 10/20/2034 16,750 7,942 7,289 5.9
LCM 42 Ltd. (9) (16)
Subordinated Notes 18.54 % N/A 12/19/2024 1/15/2038 3,500 3,048 2,727 2.2
116
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Madison Park Funding XXIX, Ltd. (9) (16)
Subordinated Notes 17.42 % N/A 12/22/2020 3/25/2038 $ 10,971 $ 5,223 $ 3,697 3.0 %
Trinitas CLO VIII, Ltd. (4) (9) (10) (16)
Subordinated Notes 0.00 % N/A 3/4/2021 7/20/2117 5,200 2,318 163 0.1
Venture 45 CLO, Limited
Mezzanine Debt - Class E 11.58 % SOFR+ 7.70 % 4/18/2022 7/20/2035 3,000 2,963 2,607 2.1
Voya CLO 2024-7, Ltd. (9) (16)
Subordinated Notes 16.31 % N/A 1/7/2025 1/20/2038 4,275 3,886 3,581 2.9
Total Structured Finance Securities $ 123,327 $ 77,633 $ 61,605 49.8 %
Total Non-control/Non-affiliate Investments $ 339,397 $ 300,748 $ 242,070 196.5 %
Affiliate Investments
Contract Datascan Holdings, Inc. (17) Office Machinery and Equipment Rental and Leasing
Preferred Equity ( 3,061 Series A shares) 10 % PIK
8/5/2015 $ 9,613 $ 9,201 7.5 %
Preferred Equity ( 2,750 Series C shares) 14 % PIK
8/21/2025 2,890 2,884 2.3
Common Equity ( 11,273 shares) (10)
6/28/2016 104 — —
Warrants (warrants to purchase 224 Series A preferred equity shares) (10)
8/21/2025 8/20/2035 (12) — — —
Warrants (warrants to purchase 1,946 shares of common equity) (10)
8/21/2025 8/20/2035 (12) — — —
12,607 12,085 9.8
DRS Imaging Services, LLC (10) (13) (19) Data Processing, Hosting, and Related Services
Common Equity ( 1,135 units)
3/8/2018 1,135 2,671 2.2
Pfanstiehl Holdings, Inc. (19) (20) Pharmaceutical Preparation Manufacturing
Common Equity ( 400 Class A shares)
1/1/2014 217 79,421 64.5
117
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
SSJA Bariatric Management LLC (19) Offices of Physicians, Mental Health Specialists
First Lien Debt (5) 9.24 % SOFR+ 5.25 % 10/31/2025 10/31/2028 $ 234 $ 232 $ 235 0.2 %
First Lien Debt (15) 9.24 % PIK
SOFR+ 5.25 % 12/31/2020 10/31/2028 3,804 3,804 3,804 3.1
Common Equity ( 52,763 Class A units) (15)
10/31/2025 — 9,657 1,729 1.4
4,038 13,693 5,768 4.7
Total Affiliate Investments $ 4,038 $ 27,652 $ 99,945 81.2 %
Total Investments $ 343,435 $ 328,400 $ 342,015 277.6 %
Cash Equivalents (23)
First American Treasury Obligations Fund Class Z 3.66 % N/A $ 74 $ 74 $ 74 0.1 %
Morgan Stanley Institutional Liquidity Funds - Government Portfolio Advisory Class 3.48 % N/A 235 235 235 0.2 %
Total Cash Equivalents $ 309 $ 309 $ 309 0.3 %
Total Investments and Cash Equivalents $ 343,744 $ 328,709 $ 342,324 277.9 %
(1) Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company’s investments are generally classified as “restricted securities” as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2) As of December 31, 2025, the Company held loans and mezzanine debt investments with an aggregate fair value of $ 168,018 that bore interest at a variable rate indexed to SOFR or Prime, and reset monthly, quarterly, or semi-annually. For each variable-rate investment, the Company has provided the spread over the reference rate and current interest rate in effect as of December 31, 2025. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.
(3) Unless otherwise noted with footnote 14, fair value was determined using significant unobservable inputs for all of the Company’s investments and are considered Level 3 under GAAP. See Note 5 for further details.
(4) As of December 31, 2025, the effective accretable yield was estimated to be 0 %, as the aggregate amount of projected distributions, including projected distributions related to liquidation of the underlying portfolio upon the security’s anticipated optional redemption, was less than current amortized cost. Projected distributions are periodically monitored and re-evaluated. All actual distributions were recognized as reductions to amortized cost until such time, if and when occurring, a future aggregate amount of then-projected distributions exceeds the security’s then-current amortized cost.
(5) Subject to unfunded commitments. The Company considers undrawn amounts in the determination of fair value on revolving lines of credit and delayed draw term loans. See Note 6 .
(6) Investment was on non-accrual status as of December 31, 2025. See Note 2 for further details.
(7) Equity participation rights issued by unaffiliated third party fully covered with underlying positions in the portfolio company.
(8) Non-qualifying assets under Section 55(a) of the 1940 Act. Qualifying assets as defined in Section 55 of the 1940 Act must represent at least 70% of the Company’s assets immediately following the acquisition of any additional non-qualifying assets. As of December 31, 2025, approximately 81 % of the Company’s assets were qualifying assets.
(9) The rate disclosed on subordinated note investments is the estimated effective yield, generally established at purchase, and reevaluated upon the receipt of the initial distribution and each subsequent quarter thereafter. The estimated effective yield is based upon projected amounts and timing of future distributions and the projected amounts and timing of terminal principal payments at the time of estimation. The
118
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2025
(Dollar amounts in thousands)
estimated effective yield and investment cost may ultimately not be realized. Projected cash flows, including the amounts and timing of terminal principal payments, which generally are projected to occur prior to the contractual maturity date, were utilized in deriving the effective yield of the investments.
(10) Non-income producing. The Company has not recognized income on the security during the prior twelve-month period preceding the period-end date.
(11) The interest rate on these investments contains a PIK provision, whereby the issuer has the option to make interest payments in cash or with the issuance of additional securities as payment of the entire PIK provision. The interest rate in the schedule represents the current interest rate in effect for these investments. The following table provides additional details on these PIK investments, including the maximum PIK interest rate allowed as of December 31, 2025:
Portfolio Company Investment Type Maximum PIK
Rate Allowed Range of PIK
Option Range of Cash
Option
Avison Young Inc. First Lien Debt 8.50 % 0 % to 8.50 %
3.70 % to 12.20 %
Avison Young Inc. First Lien Debt 5.85 % 0 % to 5.85 %
5.20 % to 11.05 %
Avison Young Inc. First Lien Debt 6.50 % 0 % to 6.50 %
5.49 % to 11.99 %
Avison Young Inc. First Lien Debt 6.50 % 0 % to 6.50 %
5.60 % to 12.10 %
JP Intermediate B, LLC First Lien Debt 4.00 % 0 % to 4.00 %
5.17 % to 9.17 %
Kreg, LLC First Lien Debt 0.50 % 0 % to 0.50 %
10.07 % to 10.57 %
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) First Lien Debt 1.00 % 0 % to 1.00 %
10.85 % to 11.85 %
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) First Lien Debt 1.00 % 0 % to 1.00 %
10.85 % to 11.85 %
Wellful Inc. (F/K/A KNS Acquisition Corp.) First Lien Debt 1.75 % 0 % to 1.75 %
8.33 % to 10.08 %
(12) Represents expiration date of the warrants.
(13) All or a portion of investment held by a wholly owned subsidiary subject to income tax.
(14) Fair value was determined by reference to observable inputs other than quoted prices in active markets and are considered Level 2 under GAAP. See Note 5 for further details.
(15) Investments (or a portion thereof) held by OFSCC-FS. These assets are pledged as collateral of the BNP Facility and cannot be pledged under any other debt obligation of the Company.
(16) Amortized cost reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO subordinated note investments. CLO subordinated note positions are entitled to recurring distributions, which are generally equal to the residual cash flow of payments received on underlying securities less contractual payments to debt holders and fund expenses.
(17) The Company holds at least one seat on the portfolio company’s board of directors.
(18) Not meaningful as there is no outstanding balance on the revolver or delayed draw facility. The Company generally earns unfunded commitment fees on undrawn revolving lines of credit balances, which are reported in fee income.
(19) The Company has an observer seat on the portfolio company’s board of directors.
(20) Portfolio company at fair value represents greater than 5% of total assets at December 31, 2025.
(21) The Company has the right to receive certain information provided to the board of directors.
(22) These investments became contractually due on December 22, 2025. The lending group has entered into a forbearance agreement extending the maturity date of the investments. During this period, the Company continues to accrue interest and receive principal amortization payments on the investments.
(23) Represents cash equivalents held in a money market fund as of December 31, 2025. The Company also had cash deposits of $ 3,050 as of December 31, 2025.
See Notes to Consolidated Financial Statements.
119
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Non-control/Non-affiliate Investments
24 Seven Holdco, LLC (15) Temporary Help Services
First Lien Debt 10.50 % SOFR+ 6.00 % 1/28/2022 11/16/2027 $ 8,730 $ 8,698 $ 8,730 5.1 %
AIDC IntermediateCo 2, LLC (15) Computer Systems Design Services
First Lien Debt 9.59 % SOFR+ 5.25 % 7/22/2022 7/22/2027 1,960 1,935 1,960 1.1
First Lien Debt 9.61 % SOFR+ 5.25 % 7/31/2023 7/22/2027 46 45 46 —
2,006 1,980 2,006 1.1
Allen Media, LLC (15) Cable and Other Subscription Programming
First Lien Debt 9.98 % SOFR+ 5.50 % 3/2/2021 2/10/2027 3,691 3,688 2,596 1.5
Associated Spring, LLC (15) Spring Manufacturing
First Lien Debt 10.33 % SOFR+ 5.75 % 12/10/2024 4/4/2030 2,276 2,231 2,231 1.3
First Lien Debt (Delayed Draw) (5) n/m (18) SOFR+ 5.75 % 12/10/2024 4/4/2030 — ( 9 ) ( 9 ) —
2,276 2,222 2,222 1.3
Avison Young Inc. (8) (15) Nonresidential Property Managers
First Lien Debt (11) 6.15 % cash / 6.50 % PIK
SOFR+ 8.00 % 11/25/2021 3/12/2029 1,564 1,564 1,405 0.8
First Lien Debt (6) (10) (11) 6.15 % cash / 6.50 % PIK
SOFR+ 8.00 % 11/25/2021 3/12/2029 527 474 197 0.1
Common Equity ( 1,185 Class B units) (10) (13)
3/12/2024 1,400 — —
Preferred Equity ( 1,715 Class A units) 12.5 % PIK (10) (13)
3/12/2024 1,269 — —
2,091 4,707 1,602 0.9
BayMark Health Services, Inc. (15) Outpatient Mental Health and Substance Abuse Centers
Second Lien Debt 13.09 % SOFR+ 8.50 % 6/10/2021 6/11/2028 4,962 4,925 4,645 2.7
Second Lien Debt 13.12 % SOFR+ 8.50 % 6/10/2021 6/11/2028 3,988 3,957 3,733 2.2
8,950 8,882 8,378 4.9
BCPE North Star US Holdco 2, Inc. (F/K/A Dessert Holdings) Ice Cream and Frozen Dessert Manufacturing
Second Lien Debt 11.72 % SOFR+ 7.25 % 2/2/2022 6/8/2029 3,667 3,407 3,546 2.1
120
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Boca Home Care Holdings, Inc. (19) Services for the Elderly and Persons with Disabilities
First Lien Debt (15) 10.96 % SOFR+ 6.50 % 2/25/2022 2/25/2027 $ 9,627 $ 9,568 $ 9,560 5.6 %
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.50 % 2/25/2022 2/25/2027 — ( 7 ) ( 9 ) —
Common Equity ( 1,290 Class A units) (10) (13)
2/25/2022 1,290 679 0.4
Preferred Equity ( 3,446 Class A Units) 12.0 % cash / 2.0 % PIK
3/3/2023 345 358 0.2
9,627 11,196 10,588 6.2
Clevertech Bidco, LLC Commodity Contracts Dealing
First Lien Debt (15) 11.23 % SOFR+ 6.75 % 11/3/2023 12/30/2027 3,166 3,097 3,124 1.8
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.75 % 11/3/2023 12/30/2027 — ( 6 ) ( 4 ) —
3,166 3,091 3,120 1.8
Constellis Holdings, LLC (10) Other Justice, Public Order, and Safety Activities
Common Equity ( 20,628 common shares)
3/27/2020 703 61 —
Convergint Technologies Holdings, LLC Security Systems Services (except Locksmiths)
Second Lien Debt 11.22 % SOFR+ 6.75 % 9/28/2018 3/30/2029 5,938 5,878 5,938 3.4
Creation Technologies Inc. (8) (15) Bare Printed Circuit Board Manufacturing
First Lien Debt 10.35 % SOFR+ 5.50 % 9/24/2021 10/5/2028 1,950 1,942 1,915 1.1
East West Manufacturing LLC (15) Fluid Power Pump and Motor Manufacturing
First Lien Debt 10.11 % SOFR+ 5.75 % 2/11/2022 12/22/2028 1,910 1,899 1,910 1.1
Envocore Holding, LLC (F/K/A LRI Holding, LLC) (17) Electrical Contractors and Other Wiring Installation Contractors
First Lien Debt 7.50 % N/A 6/30/2017 12/31/2025 6,231 6,231 6,231 3.6
First Lien Debt (Revolver) (5) 7.50 % N/A 11/29/2021 12/31/2025 899 899 899 0.5
Second Lien Debt (6) (10) 10.00 % PIK
N/A 6/30/2017 12/31/2026 8,677 6,584 2,018 1.2
Equity Participation Rights (7) (10) 12/31/2021 4,722 — —
15,807 18,436 9,148 5.3
Excelin Home Health, LLC Home Health Care Services
Second Lien Debt 18.00 % PIK
N/A 10/25/2018 10/1/2026 5,955 5,891 4,913 2.9
121
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
First Brands Group, LLC (14) (15) Other Motor Vehicle Parts Manufacturing
First Lien Debt 9.85 % SOFR+ 5.00 % 8/23/2024 3/30/2027 $ 3,343 $ 3,300 $ 3,148 1.8 %
First Lien Debt 9.85 % SOFR+ 5.00 % 8/26/2024 3/30/2027 1,632 1,614 1,533 0.9
4,975 4,914 4,681 2.7
GGC Aerospace Topco L.P. (10) Other Aircraft Parts and Auxiliary Equipment Manufacturing
Common Equity ( 368,852 Class A units)
12/29/2017 450 — —
Common Equity ( 40,984 Class B units)
12/29/2017 50 — —
500 — —
GoTo Group (F/K/A LogMeIn, Inc.) (14) (15) Data Processing, Hosting, and Related Services
First Lien Debt 9.30 % SOFR+ 4.75 % 3/26/2021 4/28/2028 936 936 855 0.5
First Lien Debt 9.30 % SOFR+ 4.75 % 3/26/2021 4/28/2028 1,293 1,292 594 0.3
2,229 2,228 1,449 0.9
Heritage Grocers Group, LLC. (F/K/A Tony's Fresh Market / Cardenas Markets) (14) (15) Supermarkets and Other Grocery (except Convenience) Stores
First Lien Debt 11.18 % SOFR+ 6.75 % 7/20/2022 8/1/2029 9,000 8,813 8,591 5.0
Honor HN Buyer Inc Services for the Elderly and Persons with Disabilities
First Lien Debt (15) 10.23 % SOFR+ 5.75 % 10/15/2021 10/15/2027 6,400 6,341 6,400 3.7
First Lien Debt (15) 10.23 % SOFR+ 5.75 % 10/15/2021 10/15/2027 4,047 4,004 4,047 2.4
First Lien Debt (Revolver) (5) 12.25 % Prime+ 4.75 % 10/15/2021 10/15/2027 95 88 95 0.1
First Lien Debt (15) 10.23 % SOFR+ 5.75 % 3/31/2023 10/15/2027 4,503 4,469 4,503 2.6
First Lien Debt (Delayed Draw) (5) (15) n/m ( 18 ) SOFR+ 5.75 % 10/15/2024 10/15/2026 — ( 22 ) — —
15,045 14,880 15,045 8.8
Idera Inc. Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
Second Lien Debt 11.47 % SOFR+ 6.75 % 1/27/2022 3/2/2029 2,683 2,683 2,683 1.6
Inergex Holdings, LLC (11) (19) Other Computer Related Services
First Lien Debt 11.47 % cash / 2.00 % PIK
SOFR+ 7.00 % 10/1/2018 10/1/2026 14,784 14,658 14,784 8.6
First Lien Debt (Revolver) 11.74 % cash / 2.00 % PIK
SOFR+ 7.00 % 10/1/2018 10/1/2026 2,344 2,344 2,344 1.4
17,128 17,002 17,128 10.0
122
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Ivanti Software, Inc. (14) (15) Software Publishers
First Lien Debt 9.12 % SOFR+ 4.25 % 3/26/2021 12/1/2027 $ 2,903 $ 2,908 $ 2,014 1.2 %
JP Intermediate B, LLC (6) (15) Drugs and Druggists' Sundries Merchant Wholesalers
First Lien Debt 14.00 % Prime+ 6.50 % 1/14/2021 11/20/2027 4,638 4,491 2,102 1.2
Kreg LLC Other Ambulatory Health Care Services
First Lien Debt (11) (15) 8.73 % cash / 2.50 % PIK
SOFR+ 4.25 % 12/20/2021 12/20/2026 17,582 17,533 16,720 9.7
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.25 % 12/20/2021 12/20/2026 — ( 4 ) ( 66 ) —
17,582 17,529 16,654 9.7
Medrina LLC All Other Outpatient Care Centers
First Lien Debt (15) 10.44 % SOFR+ 6.00 % 10/20/2023 10/20/2029 2,212 2,167 2,234 1.3
First Lien Debt (Delayed Draw) (5) (15) n/m (18) SOFR+ 6.00 % 10/20/2023 10/20/2029 — ( 1 ) 4 —
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.00 % 10/20/2023 10/20/2029 — ( 6 ) — —
2,212 2,160 2,238 1.3
Metasource, LLC (15) All Other Business Support Services
First Lien Debt 10.84 % cash / 0.50 % PIK
SOFR+ 6.25 % 5/17/2022 5/17/2027 2,741 2,708 2,593 1.5
One GI LLC Offices of Other Holding Companies
First Lien Debt (15) 11.21 % SOFR+ 6.75 % 12/13/2021 12/22/2025 7,356 7,320 7,143 4.1
First Lien Debt (15) 11.21 % SOFR+ 6.75 % 12/13/2021 12/22/2025 3,877 3,857 3,764 2.2
First Lien Debt (Revolver) 11.25 % SOFR+ 6.75 % 12/13/2021 12/22/2025 1,444 1,437 1,403 0.8
12,677 12,614 12,310 7.1
Planet Bingo, LLC (F/K/A 3rd Rock Gaming Holdings, LLC) (6) Software Publishers
First Lien Debt 6.50 % N/A 3/13/2018 12/31/2026 16,648 14,113 7,159 4.2
PM Acquisition LLC All Other General Merchandise Stores
Common Equity ( 499 units) (10)
9/30/2017 499 1,196 0.7
123
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Redstone Holdco 2 LP (F/K/A RSA Security) (15) Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
First Lien Debt (14) 9.60 % SOFR+ 4.75 % 4/16/2021 4/27/2028 $ 1,715 $ 1,710 $ 1,039 0.6 %
Second Lien Debt 12.60 % SOFR+ 7.75 % 4/16/2021 4/27/2029 4,450 4,415 2,563 1.5
6,165 6,125 3,602 2.1
RPLF Holdings, LLC (10) (13) Software Publishers
Common Equity ( 345,339 Class A units)
1/17/2018 — 1,834 1.1
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) (8) (15) Other Industrial Machinery Manufacturing
First Lien Debt (11) 12.10 % Cash / 1.50 % PIK
SOFR+ 8.75 % 8/31/2021 8/31/2026 2,609 2,549 2,476 1.4
First Lien Debt (11) 12.10 % Cash / 1.50 % PIK
SOFR+ 8.75 % 8/31/2021 8/31/2026 787 778 747 0.4
Warrants (warrants to purchase up to $ 218,000 in common stock) (10)
8/31/2021 8/14/2028 (12) 200 34 —
3,396 3,527 3,257 1.8
Sentry Centers Holdings, LLC (10) (13) Convention and Trade Show Organizers
Preferred Equity ( 1,603 Series B units)
9/4/2020 160 1 —
Signal Parent, Inc. (14) (15) New Single-Family Housing Construction (except For-Sale Builders)
First Lien Debt 7.96 % SOFR+ 3.50 % 3/25/2021 4/3/2028 1,785 1,776 1,605 0.9
SS Acquisition, LLC (19) Sports and Recreation Instruction
First Lien Debt (15) 10.35 % SOFR+ 6.00 % 12/20/2024 12/20/2029 16,964 16,880 16,880 9.8
First Lien Debt (Revolver) (5) n/m (18) SOFR+ 6.00 % 12/20/2024 12/20/2029 — ( 9 ) ( 9 ) —
16,964 16,871 16,871 9.8
124
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
SSJA Bariatric Management LLC (10) (15) (19) Offices of Physicians, Mental Health Specialists
First Lien Debt (6) 9.73 % SOFR+ 5.25 % 8/26/2019 4/30/2025 $ 10,649 $ 9,563 $ 6,624 3.8 %
First Lien Debt (6) 9.73 % SOFR+ 5.25 % 12/31/2020 4/30/2025 1,151 1,033 716 0.4
First Lien Debt (6) 9.73 % SOFR+ 5.25 % 12/8/2021 4/30/2025 2,899 2,600 1,803 1.0
First Lien Debt (Revolver) (6) 9.73 % SOFR+ 5.25 % 8/26/2019 4/30/2025 297 266 185 0.1
Common Equity ( 867,591 Class F units) (13)
4/10/2024 — — —
14,996 13,462 9,328 5.3
Staples, Inc. (14) (15) Business to Business Electronic Markets
First Lien Debt 10.18 % SOFR+ 5.75 % 5/23/2024 9/4/2029 2,565 2,473 2,458 1.4
Tolemar Acquisition, Inc. Motorcycle, Bicycle, and Parts Manufacturing
First Lien Debt (15) 10.46 % Cash / 1.00 % PIK
SOFR+ 6.00 % 10/14/2021 10/14/2026 15,302 15,248 14,460 8.4
First Lien Debt (Revolver) (5) 10.55 % SOFR+ 6.00 % 10/14/2021 10/14/2026 1,029 1,024 944 0.5
16,331 16,272 15,405 8.9
TruGreen Limited Partnership Landscaping Services
Second Lien Debt 13.35 % SOFR+ 8.50 % 5/13/2021 11/2/2028 4,500 4,573 4,293 2.5
United Biologics Holdings, LLC (10) (13) Medical Laboratories
Preferred Equity ( 4,701 units)
4/16/2013 9 — —
Wellful Inc. (F/K/A KNS Acquisition Corp.) (15) Electronic Shopping and Mail-Order Houses
First Lien Debt 9.48 % SOFR+ 5.00 % 12/19/2024 4/19/2030 2,844 2,844 2,844 1.7
First Lien Debt 10.72 % SOFR+ 6.25 % 4/16/2021 10/19/2030 4,354 4,354 4,354 2.5
7,198 7,198 7,198 4.2
Total Debt and Equity Investments $ 260,122 $ 263,106 $ 228,367 132.6 %
Structured Finance Securities (8)
Apex Credit CLO 2020 Ltd. (9) (16)
Subordinated Notes 18.21 % N/A 11/16/2020 4/20/2035 $ 11,080 $ 9,388 $ 7,717 4.5 %
125
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Apex Credit CLO 2021 Ltd. (9) (16)
Subordinated Notes 18.66 % N/A 5/28/2021 7/18/2034 $ 8,630 $ 6,400 $ 5,282 3.1 %
Apex Credit CLO 2022-1 Ltd. (9) (16)
Subordinated Notes 13.26 % N/A 4/28/2022 4/22/2033 10,726 8,598 6,213 3.6
Battalion CLO XI Ltd.
Mezzanine Debt - Class E 11.75 % SOFR+ 6.85 % 4/25/2022 4/24/2034 6,000 5,981 5,659 3.3
BlueMountain CLO XXXV Ltd. (9) (16)
Subordinated Notes 15.30 % N/A 10/30/2024 10/22/2037 5,800 4,270 4,217 2.4
Brightwood Capital MM CLO 2023-1, Ltd.
Mezzanine Debt - Class E 15.02 % SOFR+ 10.36 % 9/28/2023 10/15/2035 2,133 1,965 2,177 1.3
Subordinated Notes (9) (16) 11.91 % N/A 9/28/2023 10/15/2035 5,494 4,960 4,461 2.6
7,627 6,924 6,638 3.9
Canyon CLO 2019-1, Ltd. (9) (16)
Subordinated Notes 23.97 % N/A 8/22/2024 7/15/2037 18,453 9,492 10,296 6.0
Dryden 76 CLO, Ltd. (9) (16)
Subordinated Notes 10.31 % N/A 9/27/2019 10/15/2037 5,352 3,131 2,210 1.3
ICG US CLO 2021-3, Ltd. (9) (16)
Subordinated Notes 30.03 % N/A 8/8/2024 10/20/2034 16,750 8,082 9,734 5.7
LCM 42 Ltd. (9) (16)
Subordinated Notes 16.91 % N/A 12/19/2024 1/15/2038 3,500 2,993 2,993 1.7
Madison Park Funding XXIII, Ltd. (9) (16)
Subordinated Notes 12.68 % N/A 1/8/2020 7/27/2047 10,000 4,559 4,140 2.4
Madison Park Funding XXIX, Ltd. (9) (16)
Subordinated Notes 6.34 % N/A 12/22/2020 10/18/2047 9,500 4,866 3,604 2.1
Monroe Capital MML CLO X, Ltd.
126
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Mezzanine Debt - Class E-R 13.27 % SOFR+ 8.75 % 4/22/2022 5/20/2034 $ 1,000 $ 978 $ 1,000 0.6 %
Octagon Investment Partners 39, Ltd. (4) (9) (16)
Subordinated Notes 0.00 % N/A 1/23/2020 10/20/2030 7,000 2,997 1,234 0.7
Park Avenue Institutional Advisers CLO Ltd 2021-1
Mezzanine Debt - Class D 12.18 % SOFR+ 7.30 % 1/26/2021 1/20/2034 1,000 986 998 0.6
THL Credit Wind River 2019‐3 CLO Ltd. (4) (9) (16)
Subordinated Notes 0.00 % N/A 4/5/2019 4/15/2031 7,000 3,923 1,618 0.9
Trinitas CLO VIII, Ltd. (4) (9) (16)
Subordinated Notes 0.00 % N/A 3/4/2021 7/20/2117 5,200 2,464 582 0.3
Venture 45 CLO, Limited
Mezzanine Debt - Class E 12.32 % SOFR+ 7.70 % 4/18/2022 7/20/2035 3,000 2,952 2,739 1.6
Total Structured Finance Securities $ 137,618 $ 88,983 $ 76,875 44.6 %
Total Non-control/Non-affiliate Investments $ 397,740 $ 352,089 $ 305,242 177.2 %
Affiliate Investments
Contract Datascan Holdings, Inc. (19) Office Machinery and Equipment Rental and Leasing
Preferred Equity ( 3,061 Series A shares) 10 % PIK
8/5/2015 $ 8,407 $ 11,890 6.9 %
Common Equity ( 11,273 shares) (10)
6/28/2016 104 441 0.3
8,511 12,331 7.2
DRS Imaging Services, LLC (10) (13) (19) Data Processing, Hosting, and Related Services
Common Equity ( 1,135 units)
3/8/2018 1,135 1,190 0.7
127
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
Portfolio Company (1)
Investment Type Industry Interest Rate (2) Spread Above
Index (2) Initial Acquisition Date Maturity Principal
Amount Amortized Cost Fair Value (3) Percent of
Net Assets
Pfanstiehl Holdings, Inc. (19) (20) Pharmaceutical Preparation Manufacturing
Common Equity ( 400 Class A shares)
1/1/2014 $ 217 $ 89,298 51.8 %
TalentSmart Holdings, LLC (10) (13) (19) Professional and Management Development Training
Common Equity ( 1,595,238 Class A shares)
10/11/2019 1,595 1,604 0.9
Total Affiliate Investments $ 11,458 $ 104,423 60.6 %
Total Investments $ 397,740 $ 363,547 $ 409,665 237.9 %
(1) Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company’s investments are generally classified as “restricted securities” as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2) As of December 31, 2024, the Company held loans and mezzanine debt investments with an aggregate fair value of $ 215,559 that bore interest at a variable rate indexed to SOFR or Prime, and reset monthly, quarterly, or semi-annually. For each variable-rate investment, the Company has provided the spread over the reference rate and current interest rate in effect as of December 31, 2024. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.
(3) Unless otherwise noted with footnote 14, fair value was determined using significant unobservable inputs for all of the Company’s investments and are considered Level 3 under GAAP. See Note 5 for further details.
(4) As of December 31, 2024, the effective accretable yield was estimated to be 0 %, as the aggregate amount of projected distributions, including projected distributions related to liquidation of the underlying portfolio upon the security's anticipated optional redemption, was less than current amortized cost. Projected distributions are periodically monitored and re-evaluated. All actual distributions were recognized as reductions to amortized cost until such time, if and when occurring, a future aggregate amount of then-projected distributions exceeds the security's then-current amortized cost.
(5) Subject to unfunded commitments. The Company considers undrawn amounts in the determination of fair value on revolving lines of credit and delayed draw term loans. See Note 6 .
(6) Investment was on non-accrual status as of December 31, 2024. See Note 2 for further details.
(7) Equity participation rights issued by unaffiliated third party fully covered with underlying positions in the portfolio company.
(8) Non-qualifying assets under Section 55(a) of the 1940 Act. Qualifying assets as defined in Section 55 of the 1940 Act must represent at least 70% of the Company's assets immediately following the acquisition of any additional non-qualifying assets. As of December 31, 2024, approximately 80 % of the Company's assets were qualifying assets.
(9) The rate disclosed on subordinated note investments is the estimated effective yield, generally established at purchase, and reevaluated upon the receipt of the initial distribution and each subsequent quarter thereafter. The estimated effective yield is based upon projected amounts and timing of future distributions and the projected amounts and timing of terminal principal payments at the time of estimation. The estimated effective yield and investment cost may ultimately not be realized. Projected cash flows, including the amounts and timing of terminal principal payments, which generally are projected to occur prior to the contractual maturity date, were utilized in deriving the effective yield of the investments.
(10) Non-income producing.
128
OFS Capital Corporation and Subsidiaries
Consolidated Schedule of Investments (continued)
December 31, 2024
(Dollar amounts in thousands)
(11) The interest rate on these investments contains a PIK provision, whereby the issuer has the option to make interest payments in cash or with the issuance of additional securities as payment of the entire PIK provision. The interest rate in the schedule represents the current interest rate in effect for these investments. The following table provides additional details on these PIK investments, including the maximum annual PIK interest rate allowed as of December 31, 2024:
Portfolio Company Investment Type Maximum PIK
Rate Allowed Range of PIK
Option Range of Cash
Option
Avison Young Inc. First Lien Debt 6.50 % 0 % to 6.50 %
6.15 % to 12.65 %
Avison Young Inc. First Lien Debt 6.50 % 0 % to 6.50 %
6.15 % to 12.65 %
Inergex Holdings, LLC First Lien Debt 2.00 % 0 % to 2.00 %
11.47 % to 13.47 %
Inergex Holdings, LLC First Lien Debt (Revolver) 2.00 % 0 % to 2.00 %
11.74 % to 13.74 %
Kreg LLC First Lien Debt 2.50 % 0 % to 2.00 %
8.73 % to 10.73 %
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) First Lien Debt 1.50 % 0 % to 1.50 %
12.10 % to 13.60 %
RideNow Group, Inc. (F/K/A RumbleOn, Inc.) First Lien Debt 1.50 % 0 % to 1.50 %
12.10 % to 13.60 %
(12) Represents expiration date of the warrants.
(13) All or portion of investment held by a wholly owned subsidiary subject to income tax.
(14) Fair value was determined by reference to observable inputs other than quoted prices in active markets and are considered Level 2 under GAAP. See Note 5 for further details.
(15) Investments (or a portion thereof) held by OFSCC-FS. These assets are pledged as collateral of the BNP Facility and cannot be pledged under any other debt obligation of the Company.
(16) Amortized cost reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO subordinated note investments. CLO subordinated note positions are entitled to recurring distributions, which are generally equal to the residual cash flow of payments received on underlying securities less contractual payments to debt holders and fund expenses.
(17) The Company holds at least one seat on the portfolio company’s board of directors.
(18) Not meaningful as there is no outstanding balance on the revolver or delayed draw loan. The Company generally earns unfunded commitment fees on undrawn revolving lines of credit balances, which are reported in fee income.
(19) The Company has an observer seat on the portfolio company’s board of directors.
(20) Portfolio company at fair value represents greater than 5% of total assets at December 31, 2024.
See Notes to Consolidated Financial Statements.
129
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 1. Organization
OFS Capital Corporation (and collectively with its subsidiaries, the “Company”), a Delaware corporation, is an externally managed, closed-end, non-diversified management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). In addition, for income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M under the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment objective is to provide stockholders with both current income and capital appreciation through its strategic investment focus primarily on debt investments and, to a lesser extent, equity investments primarily in middle-market companies principally in the United States. In addition, the Company may invest in collateralized loan obligation (“CLO”) mezzanine debt, subordinated (i.e., residual or equity) notes and loan accumulation facility securities (collectively referred to as “Structured Finance Securities”). OFS Capital Management, LLC (“OFS Advisor”), a registered investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), a wholly owned subsidiary of Orchard First Source Asset Management, LLC (“OFSAM”), a full-service provider of capital and leveraged finance solutions to U.S. corporations, manages the day-to-day operations of, and provides investment advisory services to, the Company.
OFS Advisor also serves as the investment adviser for Hancock Park Corporate Income, Inc. (“HPCI”), a Maryland corporation and a BDC. HPCI’s investment objective is similar to that of the Company. OFS Advisor also serves as the investment adviser for OFS Credit Company, Inc. (“OCCI”), a non-diversified, externally managed, closed-end management investment company that is registered as an investment company under the 1940 Act and that primarily invests in Structured Finance Securities. Additionally, OFS Advisor serves as the investment adviser to separately-managed accounts and as the sub-advisor to investment companies managed by an affiliate.
The Company may make investments through OFSCC-FS, LLC (“OFSCC-FS”), an indirect wholly owned and consolidated special-purpose vehicle formed in April 2019 for the purpose of acquiring senior secured loan investments; and through OFSCC-MB, Inc. (“OFSCC-MB”), a wholly owned and consolidated subsidiary taxed under subchapter C of the Code, that generally holds the equity investments of the Company that are taxed as pass-through entities.
OFS SBIC I, LP (“SBIC I LP”), a wholly owned and consolidated subsidiary, was previously licensed under the U.S. Small Business Administration’s (“SBA”) small business investment company program (“SBIC Program”). On April 17, 2024, SBIC I LP surrendered its license to operate under the SBIC Program and no longer is subject to SBA regulatory requirements under the Small Business Investment Act of 1958, as amended.
Note 2. Summary of Significant Accounting Policies
Basis of presentation: The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies , and the reporting requirements for Form 10-K, the 1940 Act, and Articles 6 and 12 of Regulation S-X. The consolidated financial statements include all adjustments, consisting only of normal and recurring accruals and adjustments, necessary for fair presentation in accordance with GAAP.
Reclassifications : Certain prior period amounts may have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes thereto. Reclassifications did not impact net increase (decrease) in net assets resulting from operations, total assets, total liabilities or total net assets, or consolidated statements of changes in net assets and consolidated statements of cash flows classifications.
Principles of consolidation: The Company consolidates majority-owned investment company subsidiaries. The Company does not own any controlled operating company whose business consists of providing services to the Company, which would also require consolidation. All intercompany balances and transactions are eliminated upon consolidation.
Fair value of financial instruments: The Company applies fair value accounting to all of its financial instruments in accordance with ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework to measure fair value, and requires disclosures regarding fair value measurements. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is determined through the use of models and other valuation techniques, valuation inputs, and assumptions market participants would use to value the financial instrument. Highest priority is given to prices for identical financial instruments quoted in active markets (Level 1) and the lowest priority is given to fair value estimates based on unobservable inputs (Level 3). The availability of observable inputs can vary significantly and is affected by many factors, including the type of product, whether
130
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
the product is new to the market, whether the product is traded on an active exchange or in the secondary market, and current market conditions. To the extent that the valuation is based on less observable or unobservable inputs, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by OFS Advisor in determining fair value is greatest for financial instruments classified as Level 3 (i.e., those instruments valued using unobservable inputs), which comprise the majority of the Company’s investments. See Note 5 for details.
Material changes to OFS Advisor’s valuation policy are reviewed and approved by management and the Company’s board of directors (the “Board”). As the Company’s investments change, markets change, new products develop, and valuation inputs become more or less observable, OFS Advisor, as valuation designee, will continue evaluating its valuation methodologies.
See Note 5 for more detailed disclosures of the Company’s fair value measurements of its financial instruments.
Investment classification: The Company classifies its investments in accordance with the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in those companies in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of board representation, “Affiliate Investments” are defined as investments in those companies in which the Company owns between 5% and 25% of the voting securities, and “Non-Control/Non-Affiliate Investments” are those that neither qualify as Control Investments nor Affiliate Investments.
Significant Subsidiaries : The Company evaluates the issuers of its Control Investments for significance in accordance with Rules 3-09 and 4-08(g) of Regulation S-X. As of December 31, 2025, 2024 and 2023, the Company did not have any investments classified as Control Investments.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of investment income, expenses, gains and losses during the reporting period. Actual results could differ significantly from those estimates.
Reportable segments: The Company determined it operates through a single operating and reporting segment with a single investment objective to provide its stockholders with both current income and capital appreciation primarily through debt investments and, to a lesser extent, equity investments. The Company identified its Chief Executive Officer as the chief operating decision maker (“CODM”). The CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated statements of assets and liabilities and the significant segment expenses are listed on the consolidated statements of operations.
Cash and cash equivalents: Cash represents cash deposits held at U.S. Bank Trust Company, National Association and Citibank N.A., and cash equivalents consist of highly liquid money market funds. Cash equivalents are classified as Level 1 assets and are carried at amortized cost which approximates fair value. The Company’s cash and cash equivalents are maintained with member banks of the Federal Deposit Insurance Corporation (“FDIC”), and, such balances generally exceed the FDIC insurance limits. The Company does not believe its cash and cash equivalent balances are exposed to any significant credit risk. In addition, the Company’s use of cash and cash equivalents held by OFSCC-FS was limited by the terms and conditions of the BNP Facility, including but not limited to, the payment of interest expense and principal on the outstanding borrowings.
The Company had the following cash and cash equivalents as of December 31, 2025 and 2024:
December 31,
2025 2024
Cash $ 3,050 $ 5,524
Cash equivalents 309 544
Total cash and cash equivalents $ 3,359 $ 6,068
Revenue recognition:
Interest income : Interest income from the Company’s loan and CLO mezzanine debt investments is recognized on an accrual basis and reported as interest receivables until collected. Interest income is accrued based on the outstanding principal amount on the consolidated schedule of investments and the contractual terms of the debt investment. Certain of the Company’s investments contain a payment-in-kind interest income provision (“PIK interest”). The PIK interest, computed at the contractual
131
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash. PIK interest on such investments is generally due at the maturity of the investment. Recognition of cash and PIK interest includes assessments of collectability. The Company discontinues the accrual of interest income, including PIK interest, when there is reasonable doubt that the interest income will be collected. See Non-Accrual Loans section.
Loan origination fees, original issue discount (“OID”), market discount or premium, and loan amendment fees (collectively, “Net Loan Fees”) are recorded as an adjustment to the amortized cost of the investment, and accreted or amortized as an adjustment to interest income over the life of the respective debt investment using a method that approximates the effective interest method. When the Company receives a loan principal payment, the unamortized Net Loan Fees related to the paid principal is accelerated and recognized in interest income.
The Company may also acquire or receive equity, warrants or other equity-related securities in connection with the Company’s acquisition of, subsequent amendment or restructuring to, debt investments. The Company determines the cost basis of the equity investment based on its relative fair value to the fair value of debt investments and other securities or consideration received. Any resulting difference between the face amount of the debt and its recorded cost resulting from the assignment of value to the equity investment is treated as OID, and accreted into interest income as described above.
Interest income - Structured Finance Securities : Structured Finance Securities include CLO mezzanine debt, CLO subordinated notes and loan accumulation facility positions. Interest income from investments in CLO subordinated notes is recognized on the basis of the estimated effective yield to expected redemption utilizing assumed cash flows in accordance with ASC Subtopic 325-40, Beneficial Interests in Securitized Financial Assets . The Company monitors the estimated cash flows from its CLO subordinated notes, and the accretable yields are generally established at purchase, and re-evaluated upon the receipt of the initial distribution and each subsequent quarter thereafter. Expected cash flows inherent in the Company’s estimates of accretable yields are based on expectations of defaults and loss-on-default severity, prepayment timing, reinvestment parameters, as well as other loan-performance assumptions, impacting the loans in the underlying CLO portfolios, as well as the estimated timing of redemption and the associated liquidation price of the terminal principal payment upon redemption. These assumed cash flows represent significant estimates and are subject to a reasonable possibility of near-term change due to economic and credit market conditions, and the effect of these changes could be material. The Company ultimately may not realize income accreted on CLO subordinated note securities.
Interest income from investments in loan accumulation facilities is recognized on an accrual basis based on an estimated yield. Income notes associated with loan accumulation facilities generally earn returns equal to the actual income earned on facility assets less costs of senior financing and manager costs. Interest income is generally received upon the earlier of the closing of the CLO securitization or liquidation of the underlying portfolio. The Company periodically evaluates the realizability of such amounts and, if necessary, subsequently adjusts the estimated yield.
Dividend income : Dividend income on common equity securities in limited liability companies, partnerships, and other private entities, generally payable in cash, is accrued at the time dividends are declared (in the absence of a formal ex-dividend or record date). Declared dividends payable in cash are reported as dividends receivable until collected. Distributions in excess of current or accumulated net income of the underlying portfolio company are recorded as return of capital and, correspondingly, as a reduction in the cost of the investment. Dividend income on preferred equity investments is accrued based on the contractual terms of the preferred equity investment, subject to assessments of collectability (including fair value coverage). Dividends on preferred equity securities may be payable in cash or in additional preferred securities. Non-cash dividends payable in additional preferred securities (“PIK dividends”) are recorded as an adjustment (i.e., increase) to the cost basis of the investment. The Company discontinues accrual of PIK dividends when there is reasonable doubt that the income will ultimately be collected.
Fee income : The Company generates fee revenue in the form of syndication, prepayment, and other contractual fees, that are recognized as the related services are rendered, which, when received from portfolio companies are non-recurring in nature. Prepayment fees are received on certain loans when repaid prior to their scheduled due date, which are recognized as earned when received. Syndication fees are received for capital structuring, loan syndication or advisory services from certain portfolio companies, which are recognized as earned upon closing of the investment. The Company also earns unfunded commitment fees on undrawn revolving lines of credit and delayed draw facility commitments.
Investment transactions and net realized and unrealized gains and losses on investments : Investment transactions are reported on a trade-date basis. Unsettled trades as of the statement of assets and liabilities date are included in receivable for investments sold and payable for investments purchased, as applicable. Primary market new issue trades are recorded on the closing and issuance of the security. Realized gains or losses on investments are measured by the difference between the net proceeds from
132
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
the disposition and the amortized cost basis of the investment on a specific-identification basis. Investments are reported at fair value in accordance with ASC 820 as determined in good faith by OFS Advisor, as the valuation designee, under the active supervision of the Board. The Company reports changes in the fair value of investments, relative to the amortized cost of investments, as net unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Non-accrual loans : Management reviews, for placement on non-accrual status, all loans and CLO mezzanine debt investments that become past due on principal and interest, and/or when there is reasonable doubt that principal or interest will be collected. When a loan is placed on non-accrual status, accrued and unpaid cash interest is reversed. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment with corresponding adjustments to unrealized appreciation/depreciation, as applicable. Additionally, Net Loan Fees are no longer recognized as of the date the loan is placed on non-accrual status. Depending upon management’s judgment, interest payments subsequently received on non-accrual investments may be recognized as interest income or applied as a reduction to amortized cost. Interest accruals and Net Loan Fee amortization are resumed on non-accrual investments only when they are brought current with respect to principal and interest payments or until a restructuring occurs and, in the judgment of management, it is probable that the Company will collect all principal and interest from the investment. See the Company’s schedule of investments and Note 4 for further information on loans on non-accrual status as of December 31, 2025 and December 31, 2024.
Income taxes: The Company has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. To qualify for tax treatment as a RIC, the Company must, among other things, meet certain source of income and asset diversification requirements, and timely distribute at least 90% of its annual investment company taxable income (“ICTI”) to its stockholders. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which generally relieves the Company from U.S. federal income taxes.
Depending on the level of ICTI earned in a tax year, the Company may choose to retain ICTI in an amount less than that which would trigger U.S. federal income tax liability under Subchapter M of the Code. However, the Company would be liable for a 4% excise tax on such undistributed income. Such spillover income increases the Company’s RIC distribution requirement in the following year. An excise tax liability is recognized when the Company determines its estimated current year annual ICTI, capital gain net income, and any undistributed ICTI and capital gain net income from the prior year, as defined in the Code, exceeds distributions paid during the calendar year. For the years ended December 31, 2025, 2024 and 2023, the Company recognized U.S. federal excise taxes (refunds) of $ 0 , $( 71 ) and $ 0 , respectively.
The Company may utilize OFSCC-MB when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. For U.S. federal income tax purposes, OFSCC-MB is not consolidated with the RIC and is taxed as a C-Corporation. See Note 8 for further information.
The Company evaluates tax positions taken in the course of preparing its tax returns to determine whether they are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold could result in greater and undistributed ICTI, income and excise tax expense, and, if involving multiple years, a re-assessment of the Company’s RIC status. GAAP requires recognition of accrued interest and penalties related to uncertain tax benefits as income tax expense. There were no uncertain income tax positions as of December 31, 2025 and 2024. The current and prior three tax years remain subject to examination by U.S. federal and most state tax authorities.
In December 2023, the Financial Accounting Standards Board issued Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amended Topic 740 to, among other things, require on an annual basis, the disclosure of additional income tax information related to the Company’s effective tax rate reconciliation and income taxes paid. The Company has adopted ASU 2023-09 on a prospective basis for its fiscal year ending December 31, 2025. See Note 8 for further information.
Distributions: Distributions to common stockholders are recognized on the record date. The amount, timing and form of distributions is determined by the Board each quarter. Distributions from net investment income and net realized gains are determined in accordance with the Code. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment. Distributions paid in excess of current and accumulated ICTI, and not capital gains, are considered returns of capital to stockholders.
Net investment income determined in accordance with tax regulations may differ from net investment income for financial reporting purposes. Differences may be temporary or permanent. Permanent differences result in a reclassification between capital accounts. Additionally, certain short-term capital gains may be reported as ordinary income for tax purposes. Distributions paid by the Company in accordance with RIC requirements are subject to re-characterization for tax purposes. The
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its estimated ICTI and distributions paid for the full year.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who have not “opted out” of the DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution.
The Company may use newly issued shares under the guidelines of the DRIP, or the Company may purchase shares in the open market in connection with its obligations under the plan.
Deferred debt issuance costs: Deferred debt issuance costs represent underwriting discounts, fees and other direct incremental costs incurred in connection with the Company’s borrowings. Deferred debt issuance costs are presented as a direct reduction of the related debt liability on the consolidated statements of assets and liabilities, except for deferred debt issuance costs associated with the Company’s revolving line of credit arrangements, which are included in prepaid expenses and other assets on the consolidated statements of assets and liabilities. Unamortized deferred debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2025 and 2024, were $ 125 and $ 681 , respectively. Deferred debt issuance costs are amortized to interest expense over the term or expected term of the related debt.
Deferred offering costs: Offering costs include legal, accounting and other expenses pertaining to the registration of securities. Offering costs are deferred and, as the registration statement capacity is utilized and securities are sold, a portion of the costs are charged as a reduction to capital when a common stock offering occurs, or allocated to deferred debt issuance costs when a debt offering occurs. Deferred costs are periodically reviewed and charged to expenses if the related registration statement is withdrawn or if an offering is unsuccessful.
Interest expense: Contractual interest expense on the Company’s borrowings is recognized as interest expense on the consolidated statements of operations. Interest expense is recorded on an accrual basis as incurred.
Concentration of credit risk: Aside from the Company’s investments, financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company exceeds the federally insured limits. The Company places cash deposits only with high credit quality institutions which OFS Advisor believes will mitigate the risk of loss due to credit risk. If borrowers completely fail to perform according to the terms of the contracts, the amount of loss due to credit risk from the Company’s investments is equal to the sum of the Company’s recorded investment and, if applicable, the unfunded commitments disclosed in Note 6 .
New Accounting Pronouncements and Rule Issuances
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.
Note 3. Related Party Transactions
Investment Advisory and Management Agreement: OFS Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company pursuant to an agreement dated November 7, 2012 (“Investment Advisory Agreement”). The Investment Advisory Agreement was most recently re-approved on April 3, 2025. Under the terms of the Investment Advisory Agreement, which are in accordance with the 1940 Act and subject to the overall supervision of the Board, OFS Advisor is responsible for sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring investments, and monitoring investments and portfolio companies on an ongoing basis. OFS Advisor is a wholly owned subsidiary of OFSAM and a registered investment advisor under the Investment Advisers Act of 1940, as amended.
OFS Advisor’s services under the Investment Advisory Agreement are not exclusive to the Company and OFS Advisor is free to furnish similar services to other entities, including other BDCs affiliated with OFS Advisor, so long as its services to the
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Company are not impaired. OFS Advisor also serves as the investment adviser or sub-adviser to various clients, including HPCI and OCCI.
OFS Advisor receives fees for providing services, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75 % and based on the average value of the Company’s total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts and including assets owned by any consolidated entity) at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the quarter.
For the years ended December 31, 2025, 2024 and 2023, OFS Advisor agreed to reduce its base management fee attributable to all assets held through OFSCC-FS (“OFSCC-FS Assets”) to 0.25 % per quarter ( 1.00 % annualized) of the average value of the OFSCC-FS Assets (other than cash and cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters. OFS Advisor’s base management fee reduction is renewable on an annual basis and OFS Advisor is not entitled to recoup the amount of the base management fee reduced with respect to the OFSCC-FS Assets.
The incentive fee has two parts. The first part of the incentive fee (“Income Incentive Fee”) is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, syndication and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (as defined below) and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest or dividend feature (such as OID, debt instruments with PIK interest, equity investments with accruing or PIK dividend and zero coupon securities), accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter and adjusted for any share issuances or repurchases during such quarter. The incentive fee with respect to pre-incentive fee net income is 20.0 % of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 2.0 % hurdle rate (which is 8.0 % annualized) and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, OFS Advisor receives no incentive fee until the net investment income equals the hurdle rate of 2.0 %, but then receives, as a “catch-up,” 100.0 % of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5 %. 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 the pre-incentive fee net investment income.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the base management fee. These calculations are appropriately prorated for any period of less than three months.
The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing on December 31, 2012, and equals 20.0 % of the Company’s aggregate realized capital gains, if any, on a cumulative basis from the date of the election to be a BDC through the end of each calendar year, computed net of all realized capital losses, losses on extinguishment of debt, income taxes from realized capital gains and unrealized capital depreciation through the end of such year, less all previous amounts paid in respect of the Capital Gains Fee. The incentive fee determined as of December 31, 2012, was calculated for a period of shorter than twelve calendar months to take into account any realized capital gains computed net of all realized capital losses and unrealized capital depreciation for the period beginning on the date of the Company’s election to be a BDC and ending December 31, 2012.
The Company accrues the Capital Gains Fee if, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) is positive. An accrued Capital Gains Fee relating to net unrealized appreciation is
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
deferred, and not due to OFS Advisor, until the close of the year in which such gains are realized. If, on a cumulative basis, the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse any excess Capital Gains Fee previously accrued such that the amount of Capital Gains Fee accrued is no more than 20 % of the sum of net realized capital gains (losses) plus net unrealized appreciation (depreciation). As of December 31, 2025 and December 31, 2024, there were no accrued Capital Gains Fees.
License Agreement: The Company entered into a license agreement with OFSAM under which OFSAM has agreed to grant the Company a non-exclusive, royalty-free license to use the name “OFS.”
Administration Agreement: OFS Services furnishes the Company with office facilities and equipment, necessary software licenses and subscriptions, and clerical, bookkeeping and record keeping services at such facilities pursuant to an Administration Agreement. The Administration Agreement was most recently re-approved by the Board on April 3, 2025. Under the Administration Agreement, OFS Services performs, or oversees the performance of, the Company’s required administrative services, which include being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and all other reports and materials required to be filed with the SEC or any other regulatory authority. In addition, OFS Services assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, OFS Services also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance. Payment under the Administration Agreement is equal to an amount based upon the Company’s allocable portion of OFS Services’s overhead in performing its obligations under the Administration Agreement, including, but not limited to, rent, information technology services and the Company’s allocable portion of the cost of its officers, including its chief executive officer, chief financial officer, chief compliance officer and their respective staffs. To the extent that OFS Services outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to OFS Services.
Equity Ownership: As of December 31, 2025, affiliates of OFS Advisor held 3,028,163 shares of common stock, which is approximately 23 % of the Company’s outstanding shares of common stock.
Expenses recognized under agreements with OFS Advisor and OFS Services and distributions paid to affiliates for the years ended December 31, 2025, 2024 and 2023 are presented below:
December 31,
2025 2024 2023
Base management fees (1)
$ 5,769 $ 5,993 $ 7,218
Income Incentive Fee 1,758 4,178 5,040
Administration fees 1,557 1,521 1,680
Distributions paid to affiliates 3,601 4,112 4,049
(1) For the years ended December 31, 2025, 2024 and 2023, the Company’s base management fee on OFSCC-FS Assets was reduced by $ 1,008 , $ 1,130 and $ 1,221 , respectively, pursuant to the fee reduction agreed to by OFS Advisor on such assets.
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 4. Investments
As of December 31, 2025, the Company had loans to 34 portfolio companies, of which 95 % were first lien debt investments and 5 % were second lien debt investments, at fair value. The Company also held equity investments in 15 portfolio companies and 14 investments in Structured Finance Securities. At December 31, 2025, the Company’s investments consisted of the following:
Percentage of Total Percentage of Total
Amortized Cost Amortized Cost Net Assets Fair Value Fair Value Net Assets
First lien debt investments (1)
$ 188,236 57.3 % 152.8 % $ 170,405 49.8 % 138.4 %
Second lien debt investments 24,924 7.6 20.2 9,409 2.8 7.6
Preferred equity 14,287 4.4 11.6 12,567 3.7 10.2
Common equity, warrants and other (2)
23,320 7.1 18.9 88,029 25.7 71.6
Total debt and equity investments $ 250,767 76.4 % 203.5 % $ 280,410 82.0 % 227.8 %
Structured Finance Securities 77,633 23.6 63.0 61,605 18.0 49.8
Total investments $ 328,400 100.0 % 266.5 % $ 342,015 100.0 % 277.6 %
(1) Includes unitranche investments (which are loans that combine both senior and subordinated debt, in a first lien position) with an amortized cost and fair value of $ 130,270 and $ 116,279 , respectively. Unitranche loans generally provide leverage levels comparable to a combination of first lien and second lien or subordinated loans. Investments in “last out” pieces of unitranche loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same unitranche loan with respect to payment of principal and interest. Includes secondary priority debt investments governed under a first lien credit agreement.
(2) Includes the Company’s investment in Pfanstiehl Holdings, Inc. See “Note 4—Portfolio Concentration” for additional information.
As of December 31, 2025, the Company had loans on non-accrual status with an aggregate amortized cost and fair value of $ 36,567 and $ 14,400 , respectively.
Geographic composition is determined by the location of the corporate headquarters of the portfolio company. As of December 31, 2025 and 2024, the Company’s investment portfolio was domiciled as follows:
December 31, 2025 December 31, 2024
Amortized Cost Fair Value Amortized Cost Fair Value
United States of America $ 245,902 $ 278,274 $ 269,856 $ 331,188
Canada (1)
4,865 2,136 4,708 1,602
Cayman Islands (1)(2)
73,360 57,112 82,059 70,237
Jersey (1)(2)
4,273 4,493 6,924 6,638
Total investments $ 328,400 $ 342,015 $ 363,547 $ 409,665
(1) Represents non-qualifying assets under Section 55(a) of the 1940 Act.
(2) Investments domiciled in the Cayman Islands and Jersey represent certain Structured Finance Securities held by the Company. These investments generally represent beneficial interests in underlying portfolios of debt investments in companies domiciled in the United States.
As of December 31, 2025, the industry compositions of the Company’s debt and equity investments were as follows:
Percentage of Total Percentage of Total
Industry Amortized Cost Amortized Cost Net Assets Fair Value Fair Value Net Assets
Administrative and Support and Waste Management and Remediation Services $ 11,234 3.4 % 9.1 % $ 11,006 3.2 % 8.9 %
Construction 18,986 5.8 15.4 9,644 2.8 7.8
Education Services 17,891 5.4 14.5 18,023 5.3 14.6
Finance and Insurance 3,193 1.0 2.6 3,068 0.9 2.5
Health Care and Social Assistance 68,571 20.9 55.7 48,653 14.3 39.6
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Percentage of Total Percentage of Total
Industry Amortized Cost Amortized Cost Net Assets Fair Value Fair Value Net Assets
Information $ 23,651 7.2 % 19.2 % $ 18,136 5.3 % 14.7 %
Management of Companies and Enterprises 12,562 3.8 10.2 11,419 3.3 9.3
Manufacturing 22,336 6.8 18.1 97,061 28.4 78.8
Other Services (except Public Administration) 1,493 0.5 1.2 1,498 0.4 1.2
Professional, Scientific, and Technical Services 19,384 5.9 15.7 19,451 5.7 15.8
Public Administration 703 0.2 0.6 33 — —
Real Estate and Rental and Leasing 25,720 7.8 20.9 22,507 6.6 18.4
Retail Trade 13,355 4.1 10.8 11,895 3.5 9.7
Wholesale Trade 11,688 3.6 9.5 8,016 2.3 6.5
Total debt and equity investments $ 250,767 76.4 % 203.5 % $ 280,410 82.0 % 227.8 %
Structured Finance Securities 77,633 23.6 63.0 61,605 18.0 49.8
Total investments $ 328,400 100.0 % 266.5 % $ 342,015 100.0 % 277.6 %
As of December 31, 2024, the Company had loans to 36 portfolio companies, of which 85 % were first lien debt investments and 15 % were second lien debt investments, at fair value. The Company also held equity investments in 15 portfolio companies and 18 investments in Structured Finance Securities. At December 31, 2024, the Company’s investments consisted of the following:
Percentage of Total Percentage of Total
Amortized Cost Amortized Cost Net Assets Fair Value Fair Value Net Assets
First lien debt investments (1)
$ 209,696 57.6 % 121.8 % $ 189,874 46.3 % 110.3 %
Second lien debt investments 42,313 11.6 24.6 34,331 8.4 19.9
Preferred equity 10,190 2.8 5.9 12,248 3.0 7.1
Common equity, warrants and other (2)
12,365 3.4 7.2 96,337 23.5 56.0
Total debt and equity investments $ 274,564 75.5 % 159.5 % $ 332,790 81.2 % 193.3 %
Structured Finance Securities 88,983 24.5 51.7 76,875 18.8 44.6
Total investments $ 363,547 100.0 % 211.2 % $ 409,665 100.0 % 237.9 %
(1) Includes unitranche investments (which are loans that combine both senior and subordinated debt, in a first lien position) with an amortized cost and fair value of $ 128,147 and $ 119,169 , respectively. Unitranche loans generally provide leverage levels comparable to a combination of first lien and second lien or subordinated loans. Investments in “last out” pieces of unitranche loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same unitranche loan with respect to payment of principal and interest.
(2) Includes the Company’s investment in Pfanstiehl Holdings, Inc. See “Note 4—Portfolio Concentration” for additional information.
As of December 31, 2024, the Company had loans on non-accrual status with an aggregate amortized cost and fair value of $ 39,124 and $ 20,803 , respectively.
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
As of December 31, 2024, the industry compositions of the Company’s debt and equity investments were as follows:
Percentage of Total Percentage of Total
Industry Amortized Cost Amortized Cost Net Assets Fair Value Fair Value Net Assets
Administrative and Support and Waste Management and Remediation Services $ 22,176 6.1 % 12.8 % $ 21,556 5.2 % 12.5 %
Construction 20,213 5.6 11.7 10,753 2.6 6.2
Education Services 18,466 5.0 10.7 18,475 4.5 10.7
Finance and Insurance 3,091 0.9 1.8 3,121 0.8 1.8
Health Care and Social Assistance 74,008 20.4 43.0 67,144 16.4 39.1
Information 24,071 6.6 14.1 16,242 4.0 9.5
Management of Companies and Enterprises 12,614 3.5 7.3 12,309 3.0 7.1
Manufacturing 34,899 9.6 20.4 122,234 29.8 71.1
Professional, Scientific, and Technical Services 18,822 5.2 11.0 19,133 4.7 11.1
Public Administration 703 0.2 0.4 61 — —
Real Estate and Rental and Leasing 13,218 3.6 7.6 13,932 3.4 8.1
Retail Trade 16,511 4.5 9.6 16,985 4.1 9.9
Wholesale Trade 15,773 4.3 9.1 10,845 2.7 6.2
Total debt and equity investments $ 274,564 75.5 % 159.5 % $ 332,790 81.2 % 193.3 %
Structured Finance Securities 88,983 24.5 51.7 76,875 18.8 44.6
Total investments $ 363,547 100.0 % 211.2 % $ 409,665 100.0 % 237.9 %
Portfolio Concentration: The following table presents the Company’s portfolio companies based on fair value that comprise greater than 10% of the Company’s total net assets as of December 31, 2025:
Percentage of Total
Portfolio Company Investment Type Industry Amortized Cost Fair Value Fair Value Net Assets
Pfanstiehl Holdings, Inc. Common Equity Manufacturing $ 217 $ 79,421 23.2 % 64.5 %
Kreg LLC First Lien Debt Health Care and Social Assistance 18,568 18,073 5.3 14.7
SS Acquisition, LLC (1)
First Lien Debt Education Services 17,221 17,328 5.1 14.0
Inergex Holdings, LLC First Lien Debt Professional, Scientific, and Technical Services 16,906 16,960 5.0 13.9
Total $ 52,912 $ 131,782 38.6 % 107.1 %
(1) As of December 31, 2025, the Company had an outstanding commitment of $ 1,286 to fund the portfolio company’s undrawn revolver facility.
As of December 31, 2025, approximately 4.9 % and 13.6 % of the Company’s total portfolio at fair value and net assets, respectively, were comprised of Structured Finance Securities managed by a single adviser.
A deterioration in the operating performance of these portfolio investments, or other factors underlying the valuation of these investments, could have a material impact on the Company’s NAV.
Note 5. Fair Value of Financial Instruments
Investments
The Company’s investments are carried at fair value and determined in accordance with ASC 820 and a documented valuation policy that is applied in a consistent manner. Pursuant to Rule 2a-5 of the 1940 Act (“Rule 2a-5”), the Board designated OFS Advisor as the valuation designee to perform fair value determinations relating to the Company’s investments, and the Board maintains oversight of OFS Advisor in its capacity as valuation designee, as prescribed in Rule 2a-5. The Company engages third-party valuation firms to provide assistance to OFS Advisor in determining the fair value for a majority of its investments.
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values are determined with models or other valuation techniques, valuation inputs, and assumptions that market participants would use in pricing an asset or liability. Valuation inputs are organized in a hierarchy that gives the highest priority to prices for identical assets or liabilities quoted in active markets (Level 1) and the lowest priority to fair values based on unobservable inputs (Level 3). The three levels of inputs in the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability, and situations where there is little, if any, market activity for the asset or liability at the measurement date.
The inputs into the determination of fair value are based upon the best information under the circumstances and may require management to exercise significant judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Company generally categorizes its investment portfolio into Level 3, and to a lesser extent Level 2, of the hierarchy.
The Company assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the measurement date. The following table presents the Company’s transfers of Level 2 and Level 3 debt investments for the years ended December 31, 2025 and 2024, respectively:
Year Ended December 31,
2025 2024
Transfers from Level 2 to Level 3 $ 1,289 $ 2,596
Transfers from Level 3 to Level 2 — 8,591
Certain of the Company’s investments are exchanged in the non-public market among banks, CLOs and other institutional investors for loans to large U.S. corporations. The Company classifies these loan investments as Level 2 when a sufficient number of market quotations or indicative prices from pricing services or broker/dealers (collectively, “Indicative Prices”) are available, and the depth of the market is sufficient, in management's judgment, to transact at those prices in amounts approximating the Company’s investment position at the measurement date. Investments for which sufficient Indicative Prices exist are generally valued consistent with such Indicative Prices. Transfers between levels during the reporting periods were due to the availability of reliable Indicative Prices in those periods.
In addition, each quarter, the Company assesses whether an arm’s length transaction occurred in the same security, including the Company’s new investments during the quarter, the cost of which (“Transaction Prices”), may be considered a reasonable indication of fair value for a period of time, generally up to three months after the transaction date or until the initial payment date, in the case of new issue Structured Finance Securities. Portfolio investments with a fair value of $ 10,432 and $ 22,086 , respectively, were valued at their Transaction Prices at December 31, 2025 and December 31, 2024.
Investments that are not valued using Indicative Prices or Transaction Prices are typically valued using two different valuation techniques. The Company typically estimates the fair value of debt investments by a discounted cash flows technique in which a current price is imputed for the investment based upon an assessment of the expected market yield (or discount rate) for similarly structured investments with a similar level of risk. The Company considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the portfolio company and various market indices. A key determinant of portfolio-company risk is the leverage through the investment relative to earnings metrics of the portfolio company.
The fair value of Structured Finance Securities are also estimated primarily by discounted cash flow techniques. In valuing such investments, the Company considers underlying CLO performance metrics, including prepayment rates, default rates, loss-on-default and recovery rates, and estimated market yields as a primary source for discounted cash flow fair value estimates, supplemented by actual trades executed in the market at or around period-end, as well as the Indicative Prices provided by broker-dealers in its estimate of the fair value of such investments. The Company also considers operating metrics, typically included in
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
the governing documents of CLO vehicles, including collateralization tests, concentration limits, defaults, restructuring activity and prepayment rates on the underlying loans, if applicable.
The fair value of the Company’s equity investments, as well as certain of its impaired debt investments, are generally estimated through analysis of the portfolio company's enterprise value under a market approach. Enterprise value means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining enterprise value under the market approach involves an analysis, whereby appropriate multiples are applied to an earnings metric of the portfolio company, typically earnings before net interest expense, income tax expense, depreciation and amortization (“EBITDA”) or revenue. EBITDA and revenue multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Company may also utilize other portfolio-company earnings metrics to determine enterprise value, such as forecast EBITDA or revenue, or a weighting of multiple factors. At times, the Company may also use a discounted cash flow technique to value its equity securities. Application of these valuation methodologies involves a significant degree of judgment by management.
Due to the inherent uncertainty of determining the fair value of Level 3 investments, the fair value of the investments may differ significantly from the values that would have been used had a ready market or observable inputs existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions, or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company might realize significantly less than the value at which such investment had previously been recorded and incur a realized capital loss. The Company’s investments are subject to market risk as a result of economic and political developments, including impacts from interest rate and inflation rate changes, the ongoing war between Russia and Ukraine, the escalated armed conflict and heightened regional tensions in the Middle East, activity in South America, instability in the U.S. and international banking systems, the agenda of the U.S. presidential administration, including the impact of tariff enactment and tax reductions, trade disputes with other countries, the risk of recession or the impact of the prolonged shutdown of U.S. government services, and related market volatility. Market risk is directly impacted by the volatility and liquidity in the markets in which certain investments are traded and can affect the fair value of the Company’s investments. The Company’s investments are also subject to interest rate risk. Changes in interest rates, including any further potential interest rate reductions approved by the U.S. Federal Reserve, may impact both its cost of funding and the valuation of its investment portfolio.
The following tables present the Company’s investment portfolio measured at fair value on a recurring basis as of December 31, 2025 and 2024, respectively.
Security Level 1 Level 2 Level 3 Fair Value at December 31, 2025
Debt investments $ — $ 14,809 $ 165,005 $ 179,814
Equity investments — — 100,596 100,596
Structured Finance Securities — — 61,605 61,605
$ — $ 14,809 $ 327,206 $ 342,015
Security Level 1 Level 2 Level 3 Fair Value at December 31, 2024
Debt investments $ — $ 21,837 $ 202,368 $ 224,205
Equity investments — — 108,585 108,585
Structured Finance Securities — — 76,875 76,875
$ — $ 21,837 $ 387,828 $ 409,665
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables provide the primary quantitative information about valuation techniques and the Company’s unobservable inputs to its Level 3 fair value measurements as of December 31, 2025 and 2024. The Company may make changes to the valuation techniques, among techniques otherwise commonly utilized in accordance with its valuation policies, and/or the weighting of techniques used for particular investments based on changes in facts-and-circumstances and depending on the availability of, or changes in, information in order to produce the best estimate of fair value as of the measurement date. In addition to the techniques and unobservable inputs noted in the tables below and in accordance with OFS Advisor’s valuation policy, OFS Advisor, as valuation designee, may also use other valuation techniques and methodologies when determining the fair value measurements of the Company’s investment assets. The tables are not intended to be all-inclusive and only present the most significant unobservable input(s) relevant to the valuation designee’s determination of fair value.
Fair Value at December 31, 2025 Valuation technique Unobservable inputs Range
(Weighted average) (1)
Debt investments:
First lien $ 115,014 Discounted cash flow Discount rates 8.61 % - 37.50 % ( 12.77 %)
21,925 Market approach EBITDA multiples 3.00 x - 8.00 x ( 6.11 x)
8,225 Market approach Revenue multiples 0.35 x - 0.50 x ( 0.35 x)
10,432 Market approach Transaction Price
Second lien 2,500 Discounted cash flow Discount rates 13.70 % - 13.70 % ( 13.70 %)
448 Market approach EBITDA multiples 9.00 x - 9.00 x ( 9.00 x)
6,461 Market approach Revenue multiples 0.35 x - 0.90 x ( 0.70 x)
Structured Finance Securities:
Subordinated notes (2)
53,368 Discounted cash flow Discount rates 13.00 % - 27.50 % ( 18.73 %)
Constant default rate 2.00 % - 3.00 % ( 2.08 %)
Recovery rate 65.00 % - 65.00 % ( 65.00 %)
Mezzanine debt (2)
8,074 Discounted cash flow Discount margin 9.10 % - 10.70 % ( 9.62 %)
Constant default rate 2.00 % - 2.00 % ( 2.00 %)
Recovery rate 65.00 % - 65.00 % ( 65.00 %)
Subordinated notes 163 Market approach Net asset value liquidation (3)
Equity investments:
Preferred equity 12,448 Market approach EBITDA multiples 7.25 x - 8.50 x ( 8.46 x)
119 Market approach Revenue multiples 0.50 x - 0.50 x ( 0.50 x)
Common equity, warrants and other 88,029 Market approach EBITDA multiples 6.00 x - 14.75 x ( 12.33 x)
— Market approach Revenue multiples 0.35 x - 0.50 x ( 0.44 x)
$ 327,206
(1) Weighted average is calculated based on the fair value of investments.
(2) The cash flows utilized in the discounted cash flow calculations assume: (i) liquidation of (a) certain distressed investments and (b) all investments currently in default held by the issuing CLO at their current market prices; and (ii) redeployment of proceeds at the issuing CLO’s assumed reinvestment rate.
(3) NAV liquidation represents the fair value, or estimated expected residual value, of the investment.
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Fair Value at December 31, 2024 Valuation technique Unobservable inputs Range
(Weighted average) (1)
Debt investments:
First lien $ 123,028 Discounted cash flow Discount rates 9.01 % - 32.50 % ( 13.07 %)
16,684 Market approach EBITDA multiples 3.00 x - 7.27 x ( 5.43 x)
9,232 Market approach Revenue multiples 0.40 x - 0.40 x ( 0.40 x)
19,093 Market approach Transaction Price
Second lien 27,400 Discounted cash flow Discount rates 10.84 % - 33.45 % ( 15.31 %)
4,913 Market approach EBITDA multiples 8.43 x - 8.43 x ( 8.43 x)
2,018 Market approach Revenue multiples 0.40 x - 0.40 x ( 0.40 x)
Structured Finance Securities (2) :
Subordinated notes 61,308 Discounted cash flow Discount rates 15.00 % - 40.00 % ( 22.25 %)
Constant default rate 2.00 % - 3.00 % ( 2.07 %)
Recovery rate 65.00 % - 65.00 % ( 65.00 %)
2,993 Market approach Transaction Price
Mezzanine debt 12,574 Discounted cash flow Discount margin 7.60 % - 9.90 % ( 8.89 %)
Constant default rate 2.00 % - 3.00 % ( 2.25 %)
Recovery rate 65.00 % - 65.00 % ( 65.00 %)
Equity investments:
Preferred equity 12,248 Market approach EBITDA multiples 7.00 x - 8.50 x ( 8.46 x)
Common equity, warrants and other 96,337 Market approach EBITDA multiples 5.85 x - 15.75 x ( 13.66 x)
— Market approach Revenue multiples 0.00 x - 0.40 x ( 0.40 x)
$ 387,828
(1) Weighted average is calculated based on the fair value of investments.
(2) The cash flows utilized in the discounted cash flow calculations assume: (i) liquidation of (a) certain distressed investments and (b) all investments currently in default held by the issuing CLO at their current market prices; and (ii) redeployment of proceeds at the issuing CLO’s assumed reinvestment rate.
Changes in market credit spreads or events impacting the credit quality of the underlying portfolio company (both of which could impact the discount rate), as well as changes in enterprise value and/or EBITDA multiples, among other things, could have a significant impact on fair values, with the fair value of a particular debt investment susceptible to change in inverse relation to the changes in the discount rate. Changes in enterprise value and/or EBITDA multiples, as well as changes in the discount rate, could have a significant impact on fair values, with the fair value of an equity investment susceptible to change in tandem with the changes in enterprise value and/or EBITDA multiples, and in inverse relation to changes in the discount rate. Due to the wide range of approaches in developing input assumptions to these valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables present changes in investments measured at fair value using Level 3 inputs for the years ended December 31, 2025 and 2024:
Year Ended December 31, 2025
First Lien Debt
Investments Second Lien Debt Investments Preferred Equity Common Equity and Warrants Structured Finance Securities Total
Level 3 assets, December 31, 2024 $ 168,037 $ 34,331 $ 12,248 $ 96,337 $ 76,875 $ 387,828
Net realized gain (loss) on investments 7 ( 3,786 ) — ( 498 ) ( 6,933 ) ( 11,210 )
Net change in unrealized appreciation (depreciation) on investments 2,521 ( 7,533 ) ( 3,777 ) ( 19,264 ) ( 3,920 ) ( 31,973 )
Amortization of Net Loan Fees 473 198 — — 231 902
Accretion of interest income on Structured Finance Securities — — — — 11,558 11,558
Capitalized PIK interest and dividends 523 850 1,346 — — 2,719
Amendment fees received ( 58 ) — — — — ( 58 )
Purchase and origination of portfolio investments 25,172 — 2,750 — 19,628 47,550
Proceeds from principal payments on portfolio investments ( 10,544 ) ( 7,061 ) — — ( 9,133 ) ( 26,738 )
Sale and redemption of portfolio investments ( 19,174 ) ( 7,590 ) — ( 927 ) ( 12,048 ) ( 39,739 )
Distributions received from portfolio investments — — — ( 269 ) ( 14,653 ) ( 14,922 )
Conversion from debt investments to equity investments ( 12,650 ) — — 12,650 — —
Transfers from Level 2 to Level 3 1,289 — — — — 1,289
Level 3 assets, December 31, 2025 $ 155,596 $ 9,409 $ 12,567 $ 88,029 $ 61,605 $ 327,206
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2024
First Lien Debt
Investments Second Lien Debt Investments Subordinated
Debt
Investments Preferred Equity Common Equity and Warrants Structured Finance Securities Total
Level 3 assets, December 31, 2023 $ 186,831 $ 48,429 $ — $ 13,240 $ 76,689 $ 79,045 $ 404,234
Net realized gain (loss) on investments ( 2,663 ) ( 2,136 ) ( 4,376 ) ( 2,911 ) 807 ( 3,518 ) ( 14,797 )
Net change in unrealized appreciation (depreciation) on investments ( 18 ) ( 498 ) 4,680 221 18,820 5,967 29,172
Amortization of Net Loan Fees 937 413 — — — 243 1,593
Accretion of interest income on Structured Finance Securities — — — — — 8,731 8,731
Capitalized PIK interest and dividends 669 966 — 1,098 — — 2,733
Amendment fees received ( 281 ) — — — — — ( 281 )
Purchase and origination of portfolio investments 49,662 8,291 — — — 27,369 85,322
Proceeds from principal payments on portfolio investments ( 44,511 ) ( 14,069 ) ( 304 ) — — ( 5,250 ) ( 64,134 )
Sale and redemption of portfolio investments ( 13,925 ) ( 7,065 ) — ( 669 ) ( 1,379 ) ( 20,117 ) ( 43,155 )
Distributions received from portfolio investments — — — — — ( 15,595 ) ( 15,595 )
Conversion from debt investments to equity investments ( 2,669 ) — — 1,269 1,400 — —
Transfers from Level 2 to Level 3 2,596 — — — — — 2,596
Transfers from Level 3 to Level 2 ( 8,591 ) — — — — — ( 8,591 )
Level 3 assets, December 31, 2024 $ 168,037 $ 34,331 $ — $ 12,248 $ 96,337 $ 76,875 $ 387,828
The net unrealized appreciation (depreciation) reported in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024, attributable to the Company’s Level 3 assets still held at those respective year ends was as follows:
Year Ended December 31,
2025 2024
Debt investments $ ( 6,688 ) $ ( 6,518 )
Equity investments ( 23,541 ) 18,680
Structured Finance Securities ( 9,081 ) 2,190
Net unrealized appreciation (depreciation) on investments held $ ( 39,310 ) $ 14,352
Other Financial Assets and Liabilities
GAAP requires disclosure of the fair value of financial instruments not reported at fair value on a recurring basis for which it is practical to estimate such values. The Company believes that the carrying amounts of its other financial instruments such as cash, cash equivalents, receivables and payables approximate the fair value of such items due to the short maturity of such financial instruments. The senior secured revolving credit facility between the Company and Banc of California (formally known as Pacific Western Bank), as lender (“Banc of California Credit Facility”) and the secured revolving credit facility that provided for borrowings in an aggregate principal amount up to $ 80,000 during its reinvestment period, issued pursuant to a Revolving Credit and Security Agreement by and among OFSCC-FS, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings, LLC, a wholly owned subsidiary of the Company, as equity holder, the Company, as servicer, Citibank, N.A., as collateral agent and Virtus Group, LP, as collateral administrator (“BNP Facility”) are variable rate instruments and fair value is approximately book value.
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables present the fair value measurements of the Company’s debt and the level within the fair value hierarchy of the significant unobservable inputs used to determine such fair values as of December 31, 2025 and 2024:
December 31, 2025
Description Level 1 (1)
Level 2 Level 3 (2)
Total
Banc of California Credit Facility
$ — $ — $ 4,500 $ 4,500
BNP Facility — — 50,950 50,950
OFS Capital Corporation 4.75 % Notes due 2026
— — 15,961 15,961
OFS Capital Corporation 7.50 % Notes due 2028
70,877 — — 70,877
OFS Capital Corporation 4.95 % Notes due 2028
52,118 — — 52,118
OFS Capital Corporation 8.00 % Note due 2029
— — 25,333 25,333
Total debt $ 122,995 $ — $ 96,744 $ 219,739
December 31, 2024
Description Level 1 (1)
Level 2 Level 3 (2)
Total
Banc of California Credit Facility
$ — $ — $ 1,000 $ 1,000
BNP Facility — — 67,350 67,350
OFS Capital Corporation 4.75 % Notes due 2026
— — 121,326 121,326
OFS Capital Corporation 4.95 % Notes due 2028
49,698 — — 49,698
Total debt $ 49,698 $ — $ 189,676 $ 239,374
(1) For Level 1 measurements, fair value is estimated by using the closing price of the security on The Nasdaq Global Select Market.
(2) For Level 3 measurements, fair value is estimated through discounting remaining payments using current market rates for similar instruments at the measurement date through the legal maturity date.
The following are the carrying values and fair values of the Company’s debt as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Description Carrying Value (1)
Fair Value Carrying Value (1)
Fair Value
Banc of California Credit Facility
$ 4,500 $ 4,500 $ 1,000 $ 1,000
BNP Facility 50,950 50,950 67,350 67,350
OFS Capital Corporation 4.75 % Notes due 2026
15,988 15,961 124,097 121,326
OFS Capital Corporation 7.50 % Notes due 2028
67,498 70,877 — —
OFS Capital Corporation 4.95 % Notes due 2028
54,420 52,118 54,215 49,698
OFS Capital Corporation 8.00 % Note due 2029
24,282 25,333 — —
Total debt $ 217,638 $ 219,739 $ 246,662 $ 239,374
(1) Carrying value is calculated as the outstanding principal amount less unamortized deferred debt issuance costs. See Note 2 for details.
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 6. Commitments and Contingencies
The following table shows the Company’s outstanding commitments to fund investments in portfolio companies as of December 31, 2025:
Portfolio Company Investment Type Commitment
12 Interactive, LLC (D/B/A PerkSpot) First Lien Debt (Revolver) $ 660
Associated Spring, LLC First Lien Debt (Delayed Draw) 1,483
Avison Young Inc. First Lien Debt (Delayed Draw) 34
Boca Home Care Holdings, Inc. First Lien Debt (Revolver) 1,065
Clevertech Bidco, LLC First Lien Debt (Revolver) 182
Envocore Holding, LLC (F/K/A LRI Holding, LLC) First Lien Debt (Revolver) 2,569
Honor HN Buyer Inc. First Lien Debt (Revolver) 328
Honor HN Buyer Inc. First Lien Debt (Delayed Draw) 3,062
Integrated Energy Services, LLC First Lien Debt (Delayed Draw) 300
Integrated Energy Services, LLC First Lien Debt (Revolver) 150
Medrina LLC First Lien Debt (Revolver) 319
PSB Group, LLC First Lien Debt (Revolver) 653
SS Acquisition, LLC First Lien Debt (Revolver) 1,286
SSJA Bariatric Management LLC First Lien Debt (Delayed Draw) 157
Tolemar Acquisition, Inc. First Lien Debt (Revolver) 978
$ 13,226
In accordance with ASC 820, the Company considers undrawn amounts in the determination of fair value on its revolving lines of credit and delayed draw term loans. As of December 31, 2025, the Company had cash and cash equivalents of $ 3,359 and an unused commitment of $ 20,500 under its Banc of California Credit Facility, which is subject to a borrowing base and other covenants, to fund these outstanding commitments to portfolio companies.
The following table shows the Company’s outstanding commitments to fund investments in portfolio companies as of December 31, 2024:
Portfolio Company Investment Type Commitment
Associated Spring, LLC First Lien Debt (Delayed Draw) $ 1,724
Boca Home Care Holdings, Inc. First Lien Debt (Revolver) 1,290
Clevertech Bidco, LLC First Lien Debt (Revolver) 294
Envocore Holding, LLC (F/K/A LRI Holding, LLC) First Lien Debt (Revolver) 1,670
Honor HN Buyer Inc. First Lien Debt (Revolver) 664
Honor HN Buyer Inc. First Lien Debt (Delayed Draw) 5,000
Kreg LLC First Lien Debt (Revolver) 1,337
Medrina LLC First Lien Debt (Revolver) 319
Medrina LLC First Lien Debt (Delayed Draw) 447
SS Acquisition, LLC First Lien Debt (Revolver) 1,786
Tolemar Acquisition, Inc. First Lien Debt (Revolver) 515
Voya CLO 2024-7, Ltd. (1)
Subordinated Notes 3,704
$ 18,750
(1) Represents a primary market new issue trade that was recorded in January 2025 upon the closing and issuance of the security.
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Legal and regulatory proceedings: From time to time, the Company is involved in legal proceedings in the normal course of its business. Although the outcome of such litigation cannot be predicted with any certainty, management is of the opinion, based on the advice of legal counsel, that final disposition of any litigation should not have a material adverse effect on the financial position of the Company as of December 31, 2025.
Additionally, the Company is subject to periodic inspection by regulators to assess compliance with applicable BDC regulations.
Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company believes the risk of any material obligation under these indemnifications to be low.
Note 7. Borrowings
Unsecured Notes: The Company’s 4.75 % notes due February 10, 2026 (“Unsecured Notes Due February 2026”), 7.50 % notes due July 31, 2028 (“Unsecured Notes Due July 2028”), 4.95 % notes due October 31, 2028 (“Unsecured Notes Due October 2028”) and the 8.00 % note due August 8, 2029 (“Unsecured Note Due August 2029”), (together, the “Unsecured Notes”), totaled $ 165,000 and $ 180,000 in aggregate principal debt at December 31, 2025 and 2024, respectively.
Unsecured Notes Due July 2028 (Nasdaq: OFSSO) : On July 23, 2025, the Company closed the public offering of $ 69,000 aggregate principal amount of its Unsecured Notes Due July 2028, which included $ 9,000 of aggregate principal amount related to the underwriters’ option to cover overallotments. The net proceeds to the Company from the Unsecured Notes Due July 2028, after deducting underwriting fees of $ 1,380 and offering expenses of $ 326 , was $ 67,294 . The Unsecured Notes Due July 2028 bear interest at a stated rate of 7.50 % and will mature on July 31, 2028. The Company may redeem the Unsecured Notes Due July 2028 in whole or in part at any time, or from time to time, on or after July 31, 2026.
Unsecured Note Due August 2029 : On August 8, 2025, the Company entered into an agreement with an institutional accredited investor in which the Company sold, in a private placement, a $ 25,000 principal amount Unsecured Note Due August 2029 (the “Securities Purchase Agreement”). The net proceeds to the Company from the Unsecured Note Due August 2029, after deducting discounts of $ 750 and offering expenses of $ 48 , was $ 24,202 . The Unsecured Note Due August 2029 bears interest at a stated rate of 8.00 % and will mature on August 8, 2029. The Company may redeem the Unsecured Note Due August 2029 in whole or in part at any time. The Securities Purchase Agreement contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and minimum asset coverage ratio.
Unsecured Notes Due February 2026 : On February 10, 2021, the Company closed the public offering of $ 100,000 aggregate principal amount of its Unsecured Notes Due February 2026, and on March 18, 2021, the Company closed an additional public offering of $ 25,000 aggregate principal amount of its Unsecured Notes Due February 2026.
On July 11, 2025, the Company issued notices to the holders of the Unsecured Notes Due February 2026 regarding the exercise of its option to redeem on August 11, 2025, $ 25,000 of the issued and outstanding amount of such notes, plus accrued interest of $ 3 and a make-whole premium payment of $ 4 . The Company recognized a loss on extinguishment of debt of $ 86 related to the acceleration of unamortized deferred debt issuance costs and make-whole premium payment on the redeemed notes.
On July 22, 2025, the Company issued notices to the holders of the Unsecured Notes Due February 2026 regarding the exercise of its option to redeem on August 21, 2025, $ 69,000 of the issued and outstanding amount of such notes, plus accrued interest of $ 100 and a make-whole premium payment of $ 32 . The Company recognized a loss on extinguishment of debt of $ 224 related to the acceleration of unamortized deferred debt issuance costs and make-whole premium payment on the redeemed notes.
On November 28, 2025, the Company issued notices to the holders of the Unsecured Notes Due February 2026 regarding the exercise of its option to redeem on December 30, 2025 $ 15,000 of the issued and outstanding amount of such notes, plus accrued interest of $ 277 . The Company recognized a loss on extinguishment of debt of $ 12 related to the acceleration of unamortized deferred debt issuance costs on the redeemed notes.
As of December 31, 2025, the Company had $ 16,000 of outstanding Unsecured Notes Due February 2026, which were redeemed in full on February 9, 2026. See “ Note 12—Subsequent Events” for additional information.
Unsecured Notes Due October 2028 (Nasdaq: OFSSH) : On October 28, 2021 and November 1, 2021, the Company issued $ 55,000 in aggregate principal of unsecured notes. The Unsecured Notes Due October 2028 bear interest at a rate of 4.95 % per
148
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Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
year payable semi-annually and mature on October 31, 2028. The Company may redeem the Unsecured Notes Due October 2028 in whole or in part at any time.
The indenture governing the Unsecured Notes Due July 2028 and Unsecured Notes Due October 2028 contain certain covenants, including: (i) prohibiting additional borrowings, including through the issuance of additional debt securities, unless the Company's asset coverage, as defined in the 1940 Act, after giving effect to any exemptive relief granted to the Company by the SEC, equals at least 150 % after such borrowings; and (ii) prohibiting (a) the declaration of any cash dividend or distribution upon any class of the Company’s capital stock (except to the extent necessary for the Company to maintain its treatment as a RIC under Subchapter M of the Code), or (b) the purchase of any capital stock unless the Company’s asset coverage, as defined in the 1940 Act, is at least 150 % at the time of such capital transaction and after deducting the amount of such transaction.
The Unsecured Notes are direct unsecured obligations and rank equal in right of payment with all current and future unsecured indebtedness of the Company. Because the Unsecured Notes are not secured by any of the Company’s assets, they are effectively subordinated to all existing and future secured unsubordinated indebtedness (or any indebtedness that is initially unsecured as to which the Company subsequently grants a security interest), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Banc of California Credit Facility.
As of December 31, 2025, the Unsecured Notes had the following terms and balances:
Unsecured Notes Principal Unamortized Debt Issuance Costs Stated Interest Rate (1)
Effective Interest Rate (2)
Optional Redemption Date Maturity Date
Unsecured Notes Due February 2026 (3)
$ 16,000 $ 12 4.75 % 5.44 % Callable February 10, 2026
Unsecured Notes Due July 2028 69,000 1,502 7.50 % 8.34 % July 31, 2026 July 31, 2028
Unsecured Notes Due October 2028 55,000 580 4.95 % 5.32 % Callable October 31, 2028
Unsecured Note Due August 2029 25,000 718 8.00 % 8.80 % Callable August 8, 2029
Total $ 165,000 $ 2,812
(1) The weighted-average fixed cash interest rate on the Unsecured Notes as of December 31, 2025 was 6.46 %.
(2) The effective interest rate on the Unsecured Notes includes deferred debt issuance cost amortization.
(3) On February 9, 2026, the Company redeemed the remaining $ 16,000 in aggregate principal amount of its Unsecured Notes Due February 2026.
For the years ended December 31, 2025, 2024 and 2023, the components of interest expense, cash paid for interest, effective interest rates and average outstanding balances for the Unsecured Notes were as follows:
Year Ended December 31,
2025 2024 2023
Stated interest expense $ 10,078 $ 8,660 $ 8,660
Amortization of debt issuance costs 1,111 979 981
Total interest and debt financing costs $ 11,189 $ 9,639 $ 9,641
Cash paid for interest expense $ 10,911 $ 8,660 $ 8,660
Effective interest rate 5.99 % 5.35 % 5.36 %
Average outstanding balance $ 186,929 $ 180,000 $ 180,000
Banc of California Credit Facility : The Company is party to a business loan agreement (“BLA”) with Banc of California, as lender, to provide the Company with a $ 25,000 senior secured revolving credit facility. The Banc of California Credit Facility is available for general corporate purposes including investment funding. The maximum availability of the Banc of California Credit Facility is equal to 50 % of the aggregate outstanding principal amount of eligible loans included in the borrowing base, which typically excludes Structured Finance Securities and non-performing loans, and as otherwise specified in the BLA. The Banc of California Credit Facility is guaranteed by OFSCC-MB and secured by all of our and OFSCC-MB’s current and future assets, excluding assets held by OFSCC-FS and the Company’s partnership interests in SBIC I LP.
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OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The Banc of California Credit Facility bears interest at a variable rate of the United States Prime interest rate plus a 0.25 % margin, with a 5.00 % floor, and includes an annual commitment fee of 0.50 % of the maximum commitment amount of $ 25,000 . As of December 31, 2025, the stated interest rate of the Banc of California Credit Facility was 7.00 %. As of December 31, 2025, the Banc of California Credit Facility’s effective interest rate, including deferred financing cost amortization and commitment fees, was 9.78 %.
Unamortized debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2025 and 2024, were $ 0 and $ 121 , respectively.
As of December 31, 2025 and 2024, the Company had $ 4,500 and $ 1,000 outstanding debt under the Banc of California Credit Facility, respectively, and $ 20,500 and $ 24,000 of unused commitments, respectively, subject to a borrowing base and other covenants.
On December 15, 2023, the Company amended the Banc of California Credit Facility to: (i) extend the maturity date from February 28, 2024 to February 28, 2026; (ii) increase the interest rate floor from 4.00 % to 5.00 %; and (iii) eliminate the 0.50 % unused line fee and replace it with an annual commitment fee of 0.50 %.
On January 9, 2026, the Company amended the Banc of California Credit Facility to extend the maturity date from February 28, 2026 to February 28, 2028.
Fees and legal costs incurred in connection with the Banc of California Credit Facility are deferred and amortized over the life of the facility.
The BLA contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, a minimum tangible net asset value, a minimum quarterly net investment income after incentive fees, and a ratio of total liabilities divided by NAV. The BLA also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change in investment advisor, and the occurrence of a material adverse change in our financial condition.
For the years ended December 31, 2025, 2024 and 2023, the components of interest expense, cash paid for interest, effective interest rates and average outstanding balances for the Banc of California Credit Facility were as follows:
Year Ended December 31,
2025 2024 2023
Stated interest expense (1)
$ 114 $ 3 $ 147
Amortization of debt issuance costs (1)
121 125 5
Total interest and debt financing costs $ 235 $ 128 $ 152
Cash paid for interest expense $ 111 $ — $ 145
Effective interest rate (2)
n/m n/m n/m
Average outstanding balance $ 1,482 $ 39 $ 1,249
(1) For the year ended December 31, 2023, stated interest expense includes unused fees. Effective December 15, 2023, the 0.50 % unused line fee was replaced with an annual commitment fee of 0.50 %, which is included in amortization of debt issuance costs for the years ended December 31, 2025 and 2024.
(2) Not meaningful due to a minimal average outstanding balance relative to the size of the total commitment and the amount of unused or commitment fees incurred during the periods.
BNP Facility: OFSCC-FS was party to the BNP Facility, which provided for borrowings in an aggregate principal amount up to $ 80,000 during its reinvestment period. Borrowings under the BNP Facility bore interest at a variable rate of SOFR plus a variable margin ( 2.65 % floor), which was determined on the basis of industry-recognized portfolio company metrics at the time of funding. On February 18, 2026, in connection with the closing of the Natixis Facility, OFSCC-FS repaid in full all outstanding obligations due, and terminated all commitments, under the BNP Facility. All liens securing the BNP Facility were released upon such repayment.
150
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Amendments during the years ended December 31, 2025, 2024 and 2023
On June 18, 2025, OFSCC-FS executed an amendment to the BNP Facility to extend the reinvestment period under the facility from June 20, 2025 to August 31, 2025. On August 25, 2025, OFSCC-FS executed an amendment to the BNP Facility to extend the reinvestment period under the facility from August 31, 2025 to September 30, 2025. The reinvestment period of the BNP Facility expired on September 30, 2025, after which the ability to access the unused commitment of the facility terminated.
On August 20, 2025, OFSCC-FS elected to reduce the maximum facility amount from $ 150,000 to $ 80,000 under its revolving credit and security agreement. The reduction was made pursuant to the terms of the BNP Facility, which permitted OFSCC-FS to voluntarily reduce the unused amount of the facility upon notice to the administrative agent and other applicable parties. The Company recognized a loss on extinguishment of debt of $ 147 related to the acceleration of deferred borrowing costs on the commitment reduction.
On November 20, 2025, OFSCC-FS amended the BNP Facility to, among other things: (i) amend and restate the definition of “Portfolio Advance Rate Adjustment” to reflect updated percentages based on the Diversity Score, with different tables applicable across the following periods: (A) from the Closing Date to but excluding the effective date of the Amendment; (B) from the effective date of the Amendment to and including December 15, 2025; and (C) after December 15, 2025; (ii) permit the Borrower to purchase additional Collateral Loans during and after the Reinvestment Period, subject to certain conditions; and (iii) permit the Equityholder, with the consent of the Administrative Agent, to contribute certain Eligible Collateral Loans to the Borrower.
As of December 31, 2025 and 2024, the Company had $ 50,950 and $ 67,350 , respectively, outstanding debt under the BNP Facility. As of December 31, 2025, the unused commitment under the BNP Facility was $ 0 , following the expiration of the reinvestment period on September 30, 2025.
Borrowings under the BNP Facility were secured by substantially all of the assets held by OFSCC-FS, which were $ 125,004 and $ 151,039 , or 36 % and 35 % of the Company’s total consolidated assets at December 31, 2025 and 2024, respectively.
At December 31, 2025, the stated interest rate on the BNP Facility was 6.47 %.
OFSCC-FS incurred fees to the lenders as well as legal costs to establish and amend the BNP Facility, which were deferred and amortized over the expected life of the facility. Unamortized debt issuance costs included in prepaid expenses and other assets on the consolidated statements of assets and liabilities as of December 31, 2025 and 2024 were $ 125 and $ 560 , respectively.
For the years ended December 31, 2025, 2024 and 2023, the components of interest expense, cash paid for interest, effective interest rates and average outstanding balances for the BNP Facility were as follows:
Year Ended December 31,
2025 2024 2023
Stated interest expense (1)
$ 4,747 $ 6,329 $ 7,911
Amortization of debt issuance costs 339 381 380
Total interest and debt financing costs $ 5,086 $ 6,710 $ 8,291
Cash paid for interest expense $ 4,843 $ 6,543 $ 7,966
Effective interest rate 8.04 % 8.88 % 8.29 %
Average outstanding balance $ 63,285 $ 75,520 $ 100,062
(1) Stated interest expense includes unused commitment fees. In connection with the expiration of the reinvestment period, and effective September 30, 2025, the Company is no longer subject to an unused commitment fee on the facility.
SBA Debentures: The SBIC Program enabled SBIC I LP to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures were non-recourse to the Company, had a ten-year maturity and a fixed interest rate at a market-driven spread over ten-year U.S. Treasury Notes.
As of December 31, 2025 and 2024, SBIC I LP had no outstanding SBA debentures.
Redemptions during the years ended December 31, 2024, and 2023
On March 1, 2024, SBIC I LP fully repaid its outstanding SBA debentures totaling $ 31,920 that were contractually due March 1, 2025, and, on April 17, 2024, surrendered its license to operate as a SBIC.
151
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
During the year ended December 31, 2023, SBIC I LP redeemed $ 19,000 of SBA debentures that were contractually due March 1, 2025. The Company recognized a loss on extinguishment of debt of $ 213 related to the acceleration of unamortized deferred borrowing costs and prepaid (or breakage) interest on the redeemed debentures.
For the years ended December 31, 2025, 2024, and 2023, the components of interest expense, cash paid for interest, effective interest rates and average outstanding balances for the SBA debentures were as follows:
Year Ended December 31,
2025 2024 2023
Stated interest expense $ — $ 151 $ 1,236
Amortization of debt issuance costs — 20 162
Total interest and debt financing costs $ — $ 171 $ 1,398
Cash paid for interest expense $ — $ 457 $ 1,418
Effective interest rate — % 3.26 % 3.25 %
Average outstanding balance $ — $ 5,233 $ 43,046
The average dollar borrowings and average interest rate for all Company debt during the years ended December 31, 2025, 2024 and 2023, were as follows:
Year ended Average Dollar Borrowings Weighted-Average Effective Interest Rate
December 31, 2025 $ 251,696 6.56 %
December 31, 2024 260,792 6.38
December 31, 2023 324,357 6.01
The following table shows the scheduled maturities of the principal balances of the Company’s outstanding borrowings as of December 31, 2025:
Principal Due by Year
Debt liabilities Total 2026 2027 2028 2029 Thereafter
Banc of California Credit Facility (1)
$ 4,500 $ 4,500 $ — $ — $ — $ —
BNP Facility (2)
50,950 — 50,950 — — —
Unsecured Notes (3)
165,000 16,000 — 124,000 25,000 —
Total $ 220,450 $ 20,500 $ 50,950 $ 124,000 $ 25,000 $ —
(1) On January 9, 2026, the Company amended the Banc of California Credit Facility to extend the maturity date from February 28, 2026 to February 28, 2028.
(2) On February 18, 2026, in connection with the closing of the Natixis Facility, OFSCC-FS repaid in full all outstanding obligations due, and terminated all commitments, under the BNP Facility. The Natixis Facility has a maturity date of February 18, 2031, subject to the occurrence of certain other events that result in accelerated maturity under the Natixis Facility.
(3) On February 9, 2026, the Company redeemed the remaining $ 16,000 in aggregate principal amount of its Unsecured Notes Due February 2026. See “ Note 12—Subsequent Events” for additional information.
Note 8. Federal Income Tax
Filing status: The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its ICTI, as defined by the Code. Additionally, to avoid a 4% U.S. federal excise tax on undistributed earnings the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year, (ii) 98.2% of its net capital gains for the one-year period ending October 31 of that calendar year, and (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no U.S. federal income tax. Maintenance of the Company's RIC status also requires adherence to certain source of income and asset diversification requirements.
152
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
OFSCC-MB and OFSCCFS-NYBG, Inc., entities taxed as corporations under Subchapter C of the Code (collectively, the “Taxable Blocker Subsidiaries”), are consolidated in the Company’s GAAP financial statements but are not included in the determination of ICTI or the RIC compliance requirements of the Company. The income of the Taxable Blocker Subsidiaries, net of applicable income taxes, is not included in the Company’s ICTI until distributed by the Taxable Blocker Subsidiaries, which may result in timing and character differences between the Company’s GAAP and tax-basis net investment income and realized gains and losses.
Taxable income and distributions: As of December 31, 2025, the Company met the source of income and asset diversification requirements, and intends to continue to meet these requirements. As of December 31, 2025, the Company has accrued refunds of $ 121 related to prior years’ excise tax overpayments. The Company’s ICTI differs from the net increase (decrease) in net assets resulting from operations primarily due to differences in income recognition on the unrealized appreciation/depreciation of investments, income recognition for CLO subordinated note investments, income from the Company’s equity investments in pass-through entities, capital gains and losses and the net creation or utilization of capital loss carryforwards.
The distributions paid to stockholders are reported as ordinary income, long-term capital gains and returns of capital. The tax character of distributions paid were as follows:
Year Ended December 31,
2025 (1)
2024 2023
Ordinary taxable income $ 5,228 $ 18,221 $ 17,954
Long-term capital gain — — —
Return of capital 10,716 — —
Total distributions to common stockholders $ 15,944 $ 18,221 $ 17,954
(1) The calculation of 2025 U.S. federal taxable income is based on certain estimated amounts, including information received from third parties and, as a result, actual 2025 U.S. federal taxable income will not be finally determined until the Company’s 2025 U.S. federal tax return is filed in 2026 (and, therefore, such estimate is subject to change).
Tax-basis components of distributable earnings (accumulated losses) as of December 31, 2025 and 2024, were as follows:
December 31,
2025 2024
Ordinary income (RIC) $ — $ 267
Undistributed earnings and profits (OFSCC-MB; C-Corporation) — 2,498
Net operating loss carryforward (OFSCC-MB; C-Corporation) 4 79
Capital loss carryforwards:
RIC – short-term, non-expiring
( 5,159 ) ( 5,087 )
RIC – long-term, non-expiring
( 70,800 ) ( 63,080 )
The Company records reclassifications to its capital accounts related to permanent differences between GAAP and tax treatment of excise taxes and other permanent differences. The Company recorded reclassifications to (increase) decrease additional paid-in capital against total distributable earnings (accumulated loss) o f $ 1 , $( 71 ) and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively. These reclassifications have no effect on total net assets or net asset value per common share.
153
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The estimated tax-basis cost of investments and associated tax-basis gross unrealized appreciation (depreciation) inherent in the fair value of investments as of December 31, 2025 and 2024, were as follows:
December 31,
2025 2024
Tax-basis amortized cost of investments $ 318,932 $ 358,210
Tax-basis gross unrealized appreciation on investments 88,060 103,808
Tax-basis gross unrealized depreciation on investments ( 64,977 ) ( 52,353 )
Tax-basis net unrealized appreciation on investments 23,083 51,455
Fair value of investments $ 342,015 $ 409,665
Deferred taxes: The Company recognizes deferred taxes on the unrealized appreciation or depreciation of securities held through its Taxable Blocker Subsidiaries and other basis differences, including available loss carry forwards and suspended interest expense deductions reported by portfolio companies. Deferred tax assets and liabilities are measured using enacted corporate federal tax rates and estimated state tax burdens expected to apply to taxable income in the years in which those unrealized gains and losses are realized. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of the projected taxable income or other taxable events in OFSCC-MB.
The tax-basis unrealized appreciation (depreciation) of investments by tax entity inherent in the fair value of investments as of December 31, 2025 and 2024, were as follows:
December 31,
2025 2024
Total tax-basis net unrealized appreciation on investments held by RIC entities $ 27,890 $ 49,423
Taxable Blocker Subsidiaries (C-Corps):
Gross unrealized appreciation on investments 3,131 2,041
Gross unrealized depreciation on investments ( 7,938 ) ( 9 )
Total net unrealized appreciation (depreciation) on investments on investments held by Taxable Blocker Subsidiaries ( 4,807 ) 2,032
Total tax-basis net unrealized appreciation on investments $ 23,083 $ 51,455
Deferred tax assets and liabilities as of December 31, 2025 and 2024, were as follows:
December 31,
2025 2024
Total deferred tax assets $ 2,263 $ 3
Valuation allowance on deferred tax assets ( 2,260 ) —
Total deferred tax liabilities ( 893 ) ( 582 )
Deferred tax liabilities and assets with tax basis unrealized gain and losses differs from the amount that would have resulted from applying the federal rate of 21% to unrealized gains and losses because of state income taxes, net of the associated federal tax benefit. Deferred tax assets are recognized to the extent the Company believes it is more likely than not that such assets will be realized. The realization of deferred tax assets is dependent upon the generation of sufficient future taxable income during the periods in which the related temporary differences become deductible. As of December 31, 2025, the Company recorded a valuation allowance of $ 2,260 against its deferred tax assets, resulting in net deferred tax assets of $ 0 . The valuation allowance primarily relates to deferred tax assets associated with deductible temporary differences for which the Company concluded that realization is not more likely than not. If the Company’s assessment of the need for a valuation allowance were to change, such change could have a material impact on the Company’s effective tax rate in the period of the change.
154
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and has included the following table as a result of its adoption, which presents income taxes paid (net of refunds received) for the year ended December 31, 2025:
Year Ended December 31, 2025
U.S. federal income taxes $ 17
U.S. state and local income taxes 4
Total cash paid for income taxes $ 21
Note 9. Financial Highlights
The following is a schedule of financial highlights for each year in the five-year period ended December 31, 2025:
Year Ended December 31,
2025 2024 2023 2022 2021
Per share operating performance:
Net asset value per share at beginning of year
$ 12.85 $ 12.09 $ 13.47 $ 15.18 $ 11.85
Net investment income (1)
0.92 1.25 1.50 1.37 1.00
Net realized loss on investments, net of taxes (1)
( 0.91 ) ( 1.28 ) ( 0.85 ) ( 0.13 ) ( 1.54 )
Net unrealized appreciation (depreciation) on investments, net of deferred taxes (1)
( 2.44 ) 2.15 ( 0.67 ) ( 1.79 ) 5.12
Loss on extinguishment of debt (1)
( 0.04 ) — ( 0.02 ) ( 0.01 ) ( 0.34 )
Total from operations ( 2.47 ) 2.12 ( 0.04 ) ( 0.56 ) 4.24
Distributions declared:
Distributions from net investment income ( 0.39 ) ( 1.36 ) ( 1.34 ) ( 1.16 ) ( 0.91 )
Distributions from tax return of capital ( 0.80 ) — — — —
Issuance/repurchase of common stock (2)
— — — 0.01 —
Net asset value per share at end of year $ 9.19 $ 12.85 $ 12.09 $ 13.47 $ 15.18
Per share market value, end of period
$ 4.76 $ 8.07 $ 11.70 $ 10.15 $ 10.90
Total return based on market value (3)
( 31.3 ) % ( 19.7 ) % 30.2 % 4.4 % 66.8 %
Total return based on net asset value (4)
( 16.7 ) % 23.7 % 1.4 % ( 0.6 ) % 40.2 %
Shares outstanding at end of period 13,398,078 13,398,078 13,398,078 13,398,078 13,422,413
Weighted-average shares outstanding 13,398,078 13,398,078 13,398,078 13,417,410 13,413,861
Ratio/Supplemental Data (in thousands except ratios)
Average net asset value (5)
$ 147,661 $ 157,621 $ 173,265 $ 194,068 $ 178,628
Net asset value at end of year
$ 123,188 $ 172,225 $ 162,004 $ 180,423 $ 203,744
Net investment income
$ 12,384 $ 16,712 $ 20,160 $ 18,352 $ 13,450
Ratio of total expenses to average net assets 19.2 % 19.8 % 21.2 % 15.7 % 19.2 %
Ratio of total expenses and loss on extinguishment of debt to average net assets 19.5 % 19.8 % 21.4 % 15.7 % 21.8 %
Ratio of net investment income to average net assets 8.4 % 10.6 % 11.6 % 9.5 % 7.5 %
Ratio of loss on extinguishment of debt to average net assets 0.3 % — % 0.1 % 0.1 % 2.6 %
Portfolio turnover (6)
13.2 % 23.1 % 8.8 % 28.0 % 54.9 %
(1) Calculated on the average share method.
(2) The issuance/repurchase of common stock on a per share basis reflects the net asset value change as a result of DRIP share issuances, shares repurchased pursuant to the Stock Repurchase Program, the anti-dilutive (dilutive) impact from changes in weighted-average shares outstanding during the period, and the difference between the per share amount distributed to common stockholders of record and the per share amount distributed based on the weighted-average shares of common stock outstanding during the applicable period.
(3) Calculated as ending market value less beginning market value, adjusted for distributions reinvested at prices based on the Company’s DRIP for the respective distributions.
(4) Calculated as ending net asset value less beginning net asset value, adjusted for distributions reinvested at the Company’s DRIP for the respective distributions.
155
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(5) Based on the average of the net asset value at the beginning of the indicated period and the end of each calendar quarter within the period indicated.
(6) Portfolio turnover rate is calculated using the lesser of year-to-date sales, Structured Finance Security distributions and principal payments or year-to-date purchases over the average of portfolio investments at fair value at the beginning of the indicated period and the end of each calendar quarter within the period indicated.
Note 10. Capital Transactions
Distributions: The Company intends to make quarterly distributions to stockholders that represent, over time, substantially all of its net investment income. In addition, although the Company may distribute at least annually net realized capital gains, net of taxes if any, out of assets legally available for such distribution, the Company may also retain such capital gains for investment through a deemed distribution. If the Company makes a deemed distribution, stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital gains, net of taxes.
The Company may be limited in its ability to make distributions to stockholders due to the BDC asset coverage requirements of the 1940 Act. In addition, distributions from OFSCC-FS to the Company were restricted by the terms and conditions of the BNP Facility. At December 31, 2025, OFSCC-FS had cash of $ 2,443 , of which $ 0 was available for distribution to the Company.
The following table summarizes distributions declared and paid for the years ended December 31, 2025, 2024 and 2023:
Date Declared Record Date Payment Date Amount
Per Share Cash
Distribution DRIP Shares
Issued (1)
DRIP Shares
Value (1)
Year ended December 31, 2025
February 26, 2025 March 21, 2025 March 31, 2025 $ 0.34 $ 4,555 — $ —
April 29, 2025 June 20, 2025 June 30, 2025 0.34 4,556 — —
July 29, 2025 September 19, 2025 September 30, 2025 0.34 4,555 — —
October 28, 2025 December 19, 2025 December 31, 2025 0.17 2,278 — —
$ 1.19 $ 15,944 — $ —
Year ended December 31, 2024
February 28, 2024 March 18, 2024 March 28, 2024 $ 0.34 $ 4,555 — $ —
April 30, 2024 June 18, 2024 June 28, 2024 0.34 4,556 — —
July 30, 2024 September 20, 2024 September 30, 2024 0.34 4,555 — —
October 29, 2024 December 20, 2024 December 31, 2024 0.34 4,555 — —
$ 1.36 $ 18,221 — $ —
Year ended December 31, 2023
February 28, 2023 March 24, 2023 March 31, 2023 $ 0.33 $ 4,421 — $ —
May 2, 2023 June 23, 2023 June 30, 2023 0.33 4,422 — —
August 1, 2023 September 22, 2023 September 29, 2023 0.34 4,555 — —
October 31, 2023 December 22, 2023 December 29, 2023 0.34 4,556 — —
$ 1.34 $ 17,954 — $ —
(1) During the years ended December 31, 2025, 2024 and 2023, the Company directed the DRIP plan administrator to purchase shares on the open market in order to satisfy the DRIP obligation to deliver shares of common stock.
The following table represents DRIP participation for the years ended December 31, 2025, 2024 and 2023, respectively:
For the Year Ended Total DRIP Participation DRIP Shares Issued Number of Shares Purchased Average Value Per Share
December 31, 2025 $ 290 — 37,620 $ 7.70
December 31, 2024 330 — 37,499 8.81
December 31, 2023 281 — 25,690 10.94
Since the Company’s initial public offering in 2012 and through December 31, 2025, distributions to stockholders total $ 200,446 , or $ 16.54 per share on a cumulative basis.
Distributions of current year or accumulated prior years ICTI will be characterized as distributions of ordinary income. Distributions in excess of the Company’s current and accumulated ICTI would be treated first as a return of capital to the extent of a stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. For the year ended December
156
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
31, 2025, the Company’s estimated distributions paid to stockholders were comprised of a tax return of capital of 67.2 % and ordinary income of 32.8 %. The determination of the tax attributes of the Company’s distributions is made annually as of the end of its fiscal year based upon its estimated ICTI and distributions paid for the full year. Each year, if required, a statement on Form 1099-DIV identifying the source of the distribution is mailed to the Company’s stockholders. The calculation of 2025 U.S. federal taxable income is based on certain estimated amounts, including information received from third parties and, as a result, actual 2025 U.S. federal taxable income will not be finally determined until the Company’s 2025 U.S. federal tax return is filed in 2026.
Stock repurchase program: The Company has an open market stock repurchase program to acquire up to $ 10,000 of its outstanding common stock under Rule 10b-18 of the Exchange Act (the “Stock Repurchase Program”). On April 30, 2024, the Board extended the Stock Repurchase Program for an additional two-year period ending May 22, 2026. Under the Stock Repurchase Program, the Company may repurchase shares in open-market transactions, including through block purchases, depending on prevailing market conditions and other factors. The Company expects the Stock Repurchase Program to be in place through May 22, 2026, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase Program may be extended, modified or discontinued at any time for any reason.
During the years ended December 31, 2025, 2024 and 2023, the Company did not make any repurchases of its 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 $ 9,642 .
157
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 11. Consolidated Schedule of Investments In and Advances To Affiliates
Year Ended December 31, 2025
Name of Portfolio Company Investment Type (1)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation/ (Depreciation) Interest Dividends Fees Total Income (2)
December 31, 2024, Fair Value (5)
Gross
Additions (3)
Gross
Reductions (4)
December 31, 2025, Fair Value (5)
Affiliate Investments
Contract Datascan Holdings, Inc. Preferred Equity (7)
$ — $ ( 3,896 ) $ — $ 1,207 $ — $ 1,207 $ 11,890 $ 1,207 $ ( 3,896 ) $ 9,201
Preferred Equity (7)
— ( 6 ) — 140 — 140 — 2,890 ( 6 ) 2,884
Common Equity (6)
— ( 441 ) — — — — 441 — ( 441 ) —
Warrants (6)
— — — — — — — — — —
Warrants (6)
— — — — — — — — — —
— ( 4,343 ) — 1,347 — 1,347 12,331 4,097 ( 4,343 ) 12,085
DRS Imaging Services, LLC Common Equity (6)
— 1,481 — — — — 1,190 1,481 — 2,671
Pfanstiehl Holdings, Inc. Common Equity — ( 9,877 ) — 273 — 273 89,298 — ( 9,877 ) 79,421
SSJA Bariatric Management LLC (8)
First Lien Debt — 1 5 — — 5 — 236 ( 1 ) 235
First Lien Debt — 2,939 60 — — 60 — 13,367 ( 9,563 ) 3,804
First Lien Debt (6)
— 317 — — — — — 1,033 ( 1,033 ) —
First Lien Debt (6)
— 797 — — — — — 2,600 ( 2,600 ) —
First Lien Debt (6)
— 81 — — — — — 266 ( 266 ) —
Common Equity (6)
— — — — — — — — — —
Common Equity (6)
— ( 7,928 ) — — — — — 9,657 ( 7,928 ) 1,729
— ( 3,793 ) 65 — — 65 — 27,159 ( 21,391 ) 5,768
158
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2025
Name of Portfolio Company Investment Type (1)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation/ (Depreciation) Interest Dividends Fees Total Income (2)
December 31, 2024, Fair Value (5)
Gross
Additions (3)
Gross
Reductions (4)
December 31, 2025, Fair Value (5)
TalentSmart Holdings, LLC (9)
Common Equity (6)
$ — $ 17 $ — $ — $ — $ — $ 1,604 $ — $ ( 1,604 ) $ —
Total Affiliate Investments $ — $ ( 16,515 ) $ 65 $ 1,620 $ — $ 1,685 $ 104,423 $ 32,737 $ ( 37,215 ) $ 99,945
(1) Principal balance of debt investments and ownership detail for equity investments are shown in the consolidated schedule of investments. The Company’s investments are generally classified as “restricted securities” as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2) Represents the total amount of interest, fees or dividends included in 2025 income for the portion of the year ended December 31, 2025, that an investment was included in Control or Affiliate Investment categories, respectively.
(3) Gross additions include increases in cost basis resulting from a new portfolio investment, PIK interest, fees and dividends, accretion of OID, and net increases in unrealized net appreciation or decreases in net unrealized depreciation. Gross additions also include transfers of portfolio companies, at fair value, out of the non-affiliate/non-control classification to the affiliate classification during the period.
(4) Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales, exchange of securities related to restructurings, and net decreases in net unrealized appreciation or net increases in net unrealized depreciation. Gross reductions also include transfers of portfolio companies, at fair value, out of the affiliate classification to the non-affiliate/non-control classification during the period.
(5) Fair value was determined using significant unobservable inputs. See Note 5 for further details.
(6) Non-income producing. The Company has not recognized income on the security during the prior twelve-month period preceding the period-end date.
(7) Dividends credited to income include dividends contractually earned but not declared (i.e., PIK dividends).
(8) During the year ended December 31, 2025, the Company restructured its investments in the portfolio company which resulted in the portfolio company transferring to an affiliate classification as of December 31, 2025.
(9) As of December 31, 2025, the portfolio company is no longer classified as an affiliate investment due to the Company’s partial sale of its common equity investment during the year ended December 31, 2025.
159
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2024
Name of Portfolio Company Investment Type (1)
Net Realized Gain (Loss) Net Change in Unrealized Appreciation/ (Depreciation) Interest Dividends Fees Total Income (2)
December 31, 2023, Fair Value (5)
Gross
Additions (3)
Gross
Reductions (4)
December 31, 2024, Fair Value (5)
Affiliate Investments
Contract Datascan Holdings, Inc. Preferred Equity (7)
$ — $ 480 $ — $ 1,098 $ — $ 1,098 $ 10,312 $ 1,578 $ — $ 11,890
Common Equity (6)
— 170 — — — — 271 170 — 441
— 650 — 1,098 — 1,098 10,583 1,748 — 12,331
DRS Imaging Services, LLC Common Equity — 797 — — — — 393 797 — 1,190
Master Cutlery, LLC Subordinated Debt (6)
( 4,352 ) 4,680 — — — — — 4,680 ( 4,680 ) —
Preferred Equity (6)
( 3,483 ) 3,483 — — — — — 3,483 ( 3,483 ) —
Common Equity (6)
— — — — — — — — — —
( 7,835 ) 8,163 — — — — — 8,163 ( 8,163 ) —
Pfanstiehl Holdings, Inc. Common Equity — 18,371 — 1,093 — 1,093 70,927 18,371 — 89,298
TalentSmart Holdings, LLC Common Equity (6)
— 468 — — — — 1,136 468 — 1,604
TRS Services, LLC Preferred Equity (7)
572 ( 2,410 ) — 1,891 — 1,891 2,507 — ( 2,507 ) —
Common Equity (6)
757 ( 713 ) — — — — 1,285 — ( 1,285 ) —
1,329 ( 3,123 ) — 1,891 — 1,891 3,792 — ( 3,792 ) —
Total Affiliate Investments $ ( 6,506 ) $ 25,326 $ — $ 4,082 $ — $ 4,082 $ 86,831 $ 29,547 $ ( 11,955 ) $ 104,423
160
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(1) Principal balance of debt investments and ownership detail for equity investments are shown in the consolidated schedule of investments. The Company’s investments are generally classified as “restricted securities” as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
(2) Represents the total amount of interest, fees or dividends included in 2024 income for the portion of the year ended December 31, 2024, that an investment was included in Control or Affiliate Investment categories, respectively.
(3) Gross additions include increases in cost basis resulting from a new portfolio investment, PIK interest, fees and dividends, accretion of OID, and net increases in unrealized net appreciation or decreases in net unrealized depreciation.
(4) Gross reductions include decreases in the cost basis of investments resulting from principal repayments and sales, and net decreases in net unrealized appreciation or net increases in net unrealized depreciation.
(5) Fair value was determined using significant unobservable inputs. See Note 5 for further details.
(6) Non-income producing.
(7) Dividends credited to income include (or portion thereof) dividends contractually earned but not declared (i.e, PIK dividends).
161
OFS Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 12. Subsequent Events
On January 8, 2026, the Company issued notices to the holders of the Unsecured Notes Due February 2026 regarding the exercise of its option to redeem on February 9, 2026 $ 16,000 , which was equal to the remainder of the outstanding Unsecured Notes Due February 2026, plus accrued interest of $ 378 .
On January 9, 2026, the Company amended the Banc of California Credit Facility to extend the maturity date from February 28, 2026 to February 28, 2028.
On February 18, 2026, OFSCC-FS entered into the Natixis Facility, which provides for borrowings in an aggregate principal amount up to $ 80,000 . Borrowings under the Natixis Facility will bear interest at a rate based on SOFR for the applicable one- or three-month interest period, plus an applicable spread. Interest is payable quarterly in arrears. Any amounts borrowed under the Natixis Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of: (i) February 18, 2031; or (ii) upon the occurrence of certain other events that result in accelerated maturity under the Natixis Facility.
On February 18, 2026, in connection with the closing of the Natixis Facility, OFSCC-FS repaid in full all outstanding obligations due, and terminated all commitments, under the BNP Facility. All liens securing the BNP Facility were released upon such repayment.
On February 26, 2026, the Company’s Board declared a distribution of $ 0.17 per share for the first quarter of 2026, payable on March 31, 2026 to stockholders of record as of March 20, 2026.
162
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.