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Item 2 — Management's Discussion and Analysis
Capital Southwest Corporation · 10-Q · Q1 FY2027 · Period ended Jun 30, 2026
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The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.
The information contained herein may contain “forward-looking statements” based on our current expectations, assumptions and estimates about us and our industry. These forward-looking statements involve risks and uncertainties. Words such as “may,” “predict,” “will,” “continue,” “likely,” “would,” “could,” “should,” “expect,” “anticipate,” “potential,” “estimate,” “indicate,” “seek,” “believe,” “target,” “intend,” “plan,” or “project” and other similar expressions identify forward-looking statements. These risks include risks related to changes in the markets in which the Company invests; changes in the financial and lending markets; interest rate volatility; the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy; the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest; the impact of geopolitical conditions and its impact on financial market volatility, global economic markets and various sectors and industries; regulatory changes; changes in tax treatment; an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us; and our ability to operate our wholly owned subsidiaries, Capital Southwest SBIC I, LP and Capital Southwest SBIC II, LP, as small business investment companies. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results could differ materially from those we express in the forward-looking statements as a result of several factors more fully described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and in this Quarterly Report on Form 10-Q. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. You should read the following discussion in conjunction with the consolidated financial statements and related footnotes and other financial information included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. We undertake no obligation to update publicly any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by law.
OVERVIEW
We are an internally managed closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We specialize in providing customized debt and equity financing to LMM companies in a broad range of investment segments located primarily in the United States. Our investment objective is to produce attractive risk-adjusted returns by generating current income from our debt investments and capital appreciation from our equity and equity related investments. Our investment strategy is to partner with business owners, management teams and financial sponsors to provide flexible financing solutions to fund growth, changes of control, or other corporate events. We invest primarily in first lien debt securities, secured by security interests in portfolio company assets. We also may invest in equity interests in our portfolio companies alongside our debt securities.
We focus on investing in companies with histories of generating revenues and positive cash flow, established market positions and proven management teams with strong operating discipline. We primarily target senior debt and equity investments in LMM companies. Our target companies typically have annual EBITDA between $3.0 million and $25.0 million, and our investments generally range in size from $5.0 million to $50.0 million.
We seek to fill the financing gap for LMM companies, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a LMM company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options. Providing customized financing solutions is important to LMM companies. We generally seek to partner directly with financial sponsors, entrepreneurs, management teams and business owners in making our investments. Our LMM debt investments typically include senior loans with a first lien on the assets of the portfolio company. Our LMM debt investments typically have a term of up to five years from the original investment date. We also often seek to invest in the equity securities of our LMM portfolio companies.
Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms that are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our investment portfolio. As of June 30, 2026 and 2025, the ratio of
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our last twelve months ("LTM") operating expenses, excluding interest expense, as a percentage of our LTM average total assets was 1.36% and 1.69%, respectively.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods covered by the consolidated financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an on-going basis, we evaluate our estimates, including those related to the matters below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Valuation of Investments
The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our investment portfolio and the related amounts of unrealized appreciation and depreciation. As of June 30, 2026 and March 31, 2026, our investment portfolio at fair value represented approximately 95.1% and 96.3% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. See Note 4 - Fair Value Measurements in the Notes to the Consolidated Financial Statements for a detailed discussion of our investment portfolio valuation process and procedures.
Due to the inherent uncertainty in the valuation process, our determination of fair value for our investment portfolio may differ materially from the values that would have been determined had a ready market for the securities actually existed. In addition, changes in the market environment, portfolio company performance, and other events may occur over the lives of the investments that may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.
Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors designated a valuation committee (the "Valuation Committee") comprised of certain officers of the Company as its valuation designee to determine the fair value of the Company's investments that do not have readily available market quotations, subject to the oversight of the Board of Directors. Our Valuation Committee believes that our investment portfolio as of June 30, 2026 and March 31, 2026 reflects the fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
Revenue Recognition
Interest and Dividend Income
Interest and dividend income is recorded on an accrual basis to the extent amounts are expected to be collected. Dividend income is recognized on the date dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. Discounts/premiums received to par on loans purchased are capitalized and accreted or amortized into income over the life of the loan using the effective interest method. Upon the prepayment of a loan, any unamortized discount or premium is accelerated into interest income. In accordance with our valuation policy, accrued interest and dividend income is evaluated quarterly for collectability. When we do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against interest income receivable, thereby placing the loan or debt security on non-accrual status, and cease to recognize interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the portfolio company's ability to service debt or other obligations, it will be restored to accrual basis. As of June 30, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.9% of its cost. As of March 31, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.4% of its cost.
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Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses," which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity's expenses. The new standard requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The new guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on the Company's consolidated financial statements and related disclosures and does not believe it will have a material impact on its consolidated financial statements or its disclosures.
INVESTMENT PORTFOLIO COMPOSITION
The total fair value of our investment portfolio was $2,202.3 million as of June 30, 2026, as compared to $2,097.4 million as of March 31, 2026. As of June 30, 2026, we had investments in 141 portfolio companies with an aggregate cost of $2,234.6 million. As of March 31, 2026, we had investments in 131 portfolio companies with an aggregate cost of $2,119.5 million. The following table presents certain additional selected information regarding our debt investments as of June 30, 2026 and March 31, 2026 (dollars in millions):
June 30, 2026 March 31, 2026
Debt investments, at fair value, bearing a floating rate $ 1,912.4 $ 1,830.3
Percentage of debt bearing a floating rate 95.6 % 95.5 %
Percentage of floating rate debt subject to contractual minimum interest rates 100.0 % 100.0 %
Debt investments, at fair value, bearing a fixed rate $ 87.5 $ 86.2
Percentage of debt bearing a fixed rate 4.4 % 4.5 %
Weighted average contractual minimum interest rate 1.5 % 1.5 %
The following table provides a summary of our investments in portfolio companies as of June 30, 2026 and March 31, 2026:
June 30, 2026 March 31, 2026
(dollars in thousands)
Number of portfolio companies (a) 141 131
Fair value $ 2,202,282 $ 2,097,446
Cost $ 2,234,580 $ 2,119,485
% of portfolio at fair value - debt 90.8 % 91.4 %
% of portfolio at fair value - equity 9.2 % 8.6 %
% of investments at fair value secured by first lien 89.6 % 90.1 %
Weighted average annual effective yield on debt investments (b) 10.9 % 10.8 %
Weighted average annual effective yield on total investments (c) 10.8 % 10.9 %
Weighted average EBITDA (d) $ 14,772 $ 15,684
Weighted average leverage through CSWC security (e) 3.7x 3.6x
(a)At June 30, 2026 and March 31, 2026, we had equity ownership in approximately 67.4% and 66.4%, respectively, of our portfolio companies.
(b)The weighted average annual effective yield of debt investments is not the same as a return on investment for CSWC's shareholders, but rather relates to CSWC's investment portfolio and is calculated before the payment of all of CSWC's and subsidiaries' fees and expenses. The weighted average annual effective yields were computed using the effective interest rates during the quarter for all debt investments at cost as of June 30, 2026 and March 31, 2026, respectively, including accretion of original issue discount but excluding fees payable upon repayment of the debt instruments. As of June 30, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.9% of its cost. As of March 31, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.4% of its cost. Weighted average annual effective yield is not a return to shareholders and is higher than what an investor in shares in our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.
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(c)The weighted average annual effective yield of total investments is not the same as a return on investment for CSWC's shareholders, but rather relates to CSWC's investment portfolio and is calculated before the payment of all of CSWC's and subsidiaries' fees and expenses. The weighted average annual effective yields on total investments were calculated by dividing total investment income, exclusive of non-recurring fees, by average total investments at fair value.
(d)Includes CSWC debt investments only. Weighted average EBITDA metric is calculated using investment cost basis weighting. As of June 30, 2026, 13 portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful. As of March 31, 2026, 10 portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.
(e)Includes CSWC debt investments only. Calculated as the amount of each portfolio company’s debt (including CSWC’s position and debt senior or pari passu to CSWC’s position, but excluding debt subordinated to CSWC’s position) in the capital structure divided by each portfolio company’s adjusted EBITDA. Weighted average leverage is calculated using investment cost basis weighting. Management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment. As of June 30, 2026, 13 portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful. As of March 31, 2026, 10 portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.
The following table provides a summary of CapTrin's investments in portfolio companies as of June 30, 2026:
June 30, 2026
(dollars in thousands)
Number of portfolio companies 14
Fair value $ 97,793
Cost $ 97,751
% of portfolio at fair value - debt 100 %
% of investments at fair value secured by first lien 100 %
Weighted average annual effective yield on debt investments (a) 8.1 %
Weighted average EBITDA (b) $ 15,771
Weighted average leverage through CSWC security (c) 1.2x
(a)The weighted average annual effective yield of debt investments is not the same as a return on investment for CapTrin's members, but rather relates to CapTrin's investment portfolio and is calculated before the payment of all of CapTrin's fees and expenses. The weighted average annual effective yields were computed using the effective interest rates during the quarter for all debt investments at cost as of June 30, 2026, including accretion of original issue discount but excluding fees payable upon repayment of the debt instruments.
(b)Weighted average EBITDA metric is calculated using investment cost basis weighting.
(c)Calculated as the amount of each portfolio company’s debt (including CapTrin's position and debt senior or pari passu to CapTrin's position, but excluding debt subordinated to CapTrin's position) in the capital structure divided by each portfolio company’s adjusted EBITDA. Weighted average leverage is calculated using investment cost basis weighting. Management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment.
Portfolio Asset Quality
We utilize an internally developed investment rating system to rate the performance and monitor the expected level of returns for each debt investment in our portfolio. The investment rating system takes into account both quantitative and qualitative factors of the portfolio company and the investments held therein, including each investment's expected level of returns and the collectability of our debt investments, comparisons to competitors and other industry participants and the portfolio company's future outlook. The ratings are not intended to reflect the performance or expected level of returns of our equity investments.
•Investment Rating 1 represents the least amount of risk in our portfolio. The investment is performing materially above underwriting expectations and the trends and risk factors are generally favorable. The investment generally has a higher probability of being prepaid in part or in full.
•Investment Rating 2 indicates the investment is performing as expected at the time of underwriting and the trends and risk factors are generally favorable to neutral. All new loans are initially rated 2.
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•Investment Rating 3 involves an investment performing below underwriting expectations and the trends and risk factors are generally neutral to negative. The investment may be out of compliance with financial covenants, however interest payments are generally not past due and the investment is typically on accrual.
•Investment Rating 4 indicates that the investment is performing materially below underwriting expectations, the trends and risk factors are generally negative and the risk of the investment has increased. Interest payments on our investment are likely to be impaired and the investment is typically on non-accrual, however there is not an expectation of significant principal loss.
•Investment Rating 5 indicates that the investment is performing materially below underwriting expectations, the trends and risk factors are negative and the risk of the investment has increased substantially. Interest payments on our investment are impaired, the investment is on non-accrual, and there is an expectation of significant principal loss.
We continue to observe certain macro-economic risks and uncertainties, including those relating to commodity inflation and elements of geopolitical instability (including the ongoing conflict between Russia and Ukraine and the ongoing turmoil and political unrest in the Middle East and South America). Changes to trade policies, including the imposition of new tariffs, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macroeconomic environment. In the event that the U.S. economy enters into a protracted recession, it is possible that the results of certain U.S. LMM companies could experience deterioration. We are closely monitoring the effect of such market volatility may have on our portfolio companies and our investment activities, and we have also increased oversight of credits in vulnerable industries to mitigate any decline in loan performance and reduce credit risk.
The following table shows the distribution of our debt portfolio investments on the 1 to 5 investment rating scale at fair value as of June 30, 2026 and March 31, 2026:
As of June 30, 2026
Investment Rating Debt Investments at Fair Value Percentage of Debt Portfolio
(dollars in thousands)
1 $ 376,468 18.8 %
2 1,395,673 69.8
3 200,367 10.1
4 26,906 1.3
5 482 —
Total $ 1,999,896 100.0 %
As of March 31, 2026
Investment Rating Debt Investments at Fair Value Percentage of Debt Portfolio
(dollars in thousands)
1 $ 361,204 18.8 %
2 1,320,824 68.9
3 207,101 10.9
4 25,050 1.3
5 2,315 0.1
Total $ 1,916,494 100.0 %
Interest and dividend income is recorded on an accrual basis to the extent amounts are expected to be collected. When we do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against interest income receivable, thereby placing the loan or debt security on non-accrual status, and cease to recognize interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due.
As of June 30, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.9% of its cost. As of March 31, 2026, investments on non-accrual status represented approximately 1.1% of our total investment portfolio's fair value and approximately 2.4% of its cost.
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Investment Activity
During the three months ended June 30, 2026, we made debt investments totaling $186.0 million and equity investments totaling $6.1 million. We also funded $21.0 million on our $50.0 million capital commitment to CapTrin. We received contractual principal repayments totaling approximately $14.0 million and full prepayments of approximately $21.0 million. We funded $21.1 million on revolving loans and received $18.1 million in repayments on revolving loans. In addition, we received proceeds from sales of debt and equity investments totaling $71.7 million and proceeds of $2.4 million related to the earnout.
During the three months ended June 30, 2025, we made debt investments totaling $83.2 million and equity investments totaling $2.0 million. We also received, in connection with the sale of a preferred equity investment, an earnout with a current fair value of $3.5 million. We received contractual principal repayments totaling approximately $8.8 million and full prepayments of approximately $54.0 million. We funded $9.6 million on revolving loans and received $12.4 million in repayments on revolving loans. In addition, we received proceeds from sales of debt and equity investments totaling $31.7 million.
Total portfolio investment activity for the three months ended June 30, 2026 and 2025 was as follows (dollars in thousands):
Three months ended June 30, 2026 First Lien Loans Second Lien Loans Subordinated Debt Preferred & Common Equity Earnout Multi-Sector Holdings Total
Fair value, beginning of period $ 1,890,406 $ 24,931 $ 1,157 $ 176,914 $ 4,038 $ — $ 2,097,446
New investments 207,048 — 49 6,145 — 21,000 234,242
Proceeds from sales of investments (71,654) — — — (2,397) — (74,051)
Principal repayments received (53,120) (26) — — — — (53,146)
Conversion/exchange of security — — — — — — —
PIK interest capitalized 5,095 78 — — — — 5,173
Accretion of loan discounts 2,603 21 — — — — 2,624
Realized gain (loss) 253 — — — — — 253
Unrealized (loss) gain (6,924) (29) 8 (3,394) 250 (170) (10,259)
Fair value, end of period $ 1,973,707 $ 24,975 $ 1,214 $ 179,665 $ 1,891 $ 20,830 $ 2,202,282
Three months ended June 30, 2025 First Lien Loans Second Lien Loans Subordinated Debt Preferred & Common Equity Earnout Total
Fair value, beginning of period $ 1,586,622 $ 18,066 $ 1,218 $ 179,393 $ — $ 1,785,299
New investments 92,838 — 57 1,971 3,457 98,323
Proceeds from sales of investments (1,789) — — (29,867) — (31,656)
Principal repayments received (75,234) — (15) — — (75,249)
Conversion/exchange of security (3,951) — — 3,951 — —
PIK interest capitalized 3,002 — 3 — — 3,005
Accretion of loan discounts 2,698 13 — — — 2,711
Realized (loss) gain (5,266) — — 27,211 — 21,945
Unrealized gain (loss) (3,582) (696) 1 (19,903) — (24,180)
Fair value, end of period $ 1,595,338 $ 17,383 $ 1,264 $ 162,756 $ 3,457 $ 1,780,198
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The following table summarizes the contractual principal repayment and maturity of our debt investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2026 (amounts in thousands):
Amount
For the fiscal years ending March 31:
2027 $ 225,827
2028 458,752
2029 458,975
2030 446,608
2031 372,790
Thereafter 125,662
Total contractual repayments $ 2,088,614
As of June 30, 2026, the weighted average remaining years to maturity was 2.6 years.
RESULTS OF OPERATIONS
The composite measure of our financial performance in the Consolidated Statements of Operations is captioned “Net increase in net assets from operations” and consists of three elements. The first is “Net investment income,” which is the difference between income from interest, dividends and fees and our combined operating and interest expenses, net of applicable income taxes. The second element is “Net realized gain (loss) on investments, net of tax,” which is the difference between the proceeds received from the disposition of portfolio securities and their stated cost. The third element is the “Net unrealized (depreciation) appreciation on investments, net of tax,” which is the net change in the market or fair value of our investment portfolio, compared with the stated cost. The “Net realized gain (loss) on investments before income tax” and “Net unrealized (depreciation) appreciation on investments, net of tax” are directly related in that when an appreciated portfolio security is sold to realize a gain, a corresponding decrease in net unrealized appreciation occurs by transferring the gain associated with the transaction from being “unrealized” to being “realized.” Conversely, when a loss is realized on a depreciated portfolio security, an increase in net unrealized appreciation occurs.
Comparison of three months ended June 30, 2026 and June 30, 2025
Three Months Ended
June 30, Net Change
2026 2025 Amount %
(in thousands)
Total investment income $ 61,048 $ 55,947 $ 5,101 9.1 %
Interest expense 18,499 15,264 3,235 21.2 %
Other operating expenses 7,580 7,966 (386) (4.8) %
Income before taxes 34,969 32,717 2,252 6.9 %
Income tax (benefit) provision (711) 828 (1,539) (185.9) %
Net investment income 35,680 31,889 3,791 11.9 %
Net realized (loss) gain on investments, net of tax (558) 15,704 (16,262) (103.6) %
Net unrealized (depreciation) appreciation on investments, net of tax (10,390) (20,592) 10,202 49.5 %
Net increase in net assets from operations $ 24,732 $ 27,001 $ (2,269) (8.4) %
Investment Income
Total investment income for the three months ended June 30, 2026 was approximately $61.0 million, a $5.1 million, or 9.1%, increase as compared to the three months ended June 30, 2025. Investment income primarily consists of interest income, dividend income, fee income and other income for each applicable period.
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The following table summarizes the components of investment income for the three months ended June 30, 2026 and 2025 (amounts in thousands):
Three Months Ended June 30,
2026 2025
Interest income $ 47,841 $ 44,404
PIK interest income 4,912 3,260
Amortization of purchase discounts and fees 2,625 2,711
Dividend income 1,636 3,677
Fee income 3,732 1,608
Other investment income 302 287
Total investment income $ 61,048 $ 55,947
Interest income (including PIK interest income and amortization of purchase discounts and fees) for the three months ended June 30, 2026 totaled $55.4 million as compared to $50.4 million for the three months ended June 30, 2025. The increase was primarily due to a 20.3% increase in the average monthly cost basis of debt investments held by us from $1,673.8 million to $2,013.6 million year-over-year, partially offset by a decrease in the weighted average yield on debt investments from 11.8% to 10.9% year-over-year. Dividend income for the three months ended June 30, 2026 decreased $2.0 million as compared to the three months ended June 30, 2025 due to a decrease in distributions received from portfolio companies. Fee income for the three months ended June 30, 2026 increased $2.1 million as compared to the three months ended June 30, 2025 primarily due to an increase in arranger fees and other fees received in the current period.
Operating Expenses
Due to the nature of our business, the majority of our operating expenses are related to interest and fees on our borrowings, employee compensation (including both cash and share-based compensation) and general and administrative expenses.
Interest and Fees on our Borrowings
For the three months ended June 30, 2026, our total interest expense was $18.5 million, an increase of $3.2 million, as compared to the total interest expense of $15.3 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase of $216.1 million in average borrowings outstanding and an increase in the weighted average interest rate on our total debt outstanding from 5.46% to 5.53% for the three months ended June 30, 2025 and June 30, 2026, respectively. This increase in the weighted average interest rate on our total debt was primarily due to the issuance of the September 2030 Notes, partially offset by the decrease in the weighted average interest rate on our Credit Facilities.
Salaries, General and Administrative Expenses
For the three months ended June 30, 2026, our total employee compensation expense (including both cash and share-based compensation) decreased by $1.0 million, or 18.7%, as compared to the total employee compensation expense for the three months ended June 30, 2025. The decrease was primarily due to an decrease in accrued bonus compensation based on the Company's projected performance compared to its plan. For the three months ended June 30, 2026, our total general and administrative expense increased by $0.6 million, or 19.7%, as compared to the total general and administrative expense for the three months ended June 30, 2025. The increase was primarily due to individually immaterial increases across several general operating expenses.
Net Investment Income
For the three months ended June 30, 2026, income before taxes increased by $2.3 million, or 6.9%. Net investment income increased from the prior year period by $3.8 million, or 11.9%, to $35.7 million as a result of a $5.1 million increase in total investment income and a $1.5 million decrease in income tax provision, partially offset by a $3.2 million increase in interest expense.
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Net Realized Gains (Losses) on Investments
The following table provides a summary of the primary components of the total net realized loss on investments of $0.6 million for the three months ended June 30, 2026 (amounts in thousands):
Three Months Ended June 30, 2026
Exits Restructuring Other (1) Total
Net Gain (Loss) Net Gain (Loss) Net Gain (Loss) Net Gain (Loss)
Debt $ 254 $ — $ — $ 254
Equity — — (812) (812)
Total net realized (loss) gain $ 254 $ — $ (812) $ (558)
(1)Included in "Other" is a $1.0 million income tax provision related to realized gains on equity investments, as well as realized gains and losses from transactions, which are not considered to be significant individually or in the aggregate.
The following table provides a summary of the primary components of the total net realized loss on investments of $15.7 million for the three months ended June 30, 2025 (amounts in thousands):
Three Months Ended June 30, 2025
Exits Restructuring Other (1) Total
Net Gain (Loss) Net Gain (Loss) Net Gain (Loss) Net Gain (Loss)
Debt $ (137) $ (5,130) $ — $ (5,267)
Equity 27,211 — (6,240) 20,971
Total net realized gain (loss) $ 27,074 $ (5,130) $ (6,240) $ 15,704
(1)Included in "Other" is a $6.2 million income tax provision related to realized gains on equity investments, as well as realized gains and losses from transactions, which are not considered to be significant individually or in the aggregate.
Net Unrealized Gains (Losses) on Investments
The following table provides a summary of the total net unrealized depreciation on investments of $10.4 million for the three months ended June 30, 2026 (amounts in thousands):
Three Months Ended June 30, 2026
Debt Equity Financial Instruments CapTrin Partners, LLC Total
Accounting reversals of net unrealized depreciation (appreciation) recognized in prior periods due to exit, sale or restructuring during the current period (347) $ — $ — $ — $ (347)
Net unrealized (depreciation) appreciation relating to portfolio investments (6,598) (3,525)1 250 (170) (10,043)
Total net unrealized (depreciation) appreciation on investments $ (6,945) $ (3,525) $ 250 $ (170) $ (10,390)
1Includes a deferred tax provision of $0.1 million associated with the Taxable Subsidiary.
The following table provides a summary of the total net unrealized depreciation on investments of $20.6 million for the three months ended June 30, 2025 (amounts in thousands):
Three Months Ended June 30, 2025
Debt Equity Total
Accounting reversals of net unrealized depreciation (appreciation) recognized in prior periods due to exit, sale or restructuring during the current period $ 2,356 $ (31,676) $ (29,320)
Net unrealized (depreciation) appreciation relating to portfolio investments (6,633) 15,3611 8,728
Total net unrealized appreciation (depreciation) on investments $ (4,277) $ (16,315) $ (20,592)
1 Includes a deferred tax benefit of $3.6 million associated with the Taxable Subsidiary.
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FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are generated primarily from cash flows from operations, the net proceeds of public offerings of equity securities and debt securities, including debt securities convertible into common stock, advances from our credit facilities and our continued access to the debentures guaranteed by the Small Business Administration (the "SBA Debentures"). Management believes that the Company’s cash and cash equivalents, cash available from investments, and commitments under our credit facilities are adequate to meet its needs for the next twelve months. We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our credit facilities and future issuances of debt and equity on terms we believe are favorable to the Company and our shareholders (including our Equity ATM Program, as described below). Our primary uses of funds will be investments in portfolio companies and operating expenses. Due to the diverse capital sources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. We continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances. This "Financial Liquidity and Capital Resources" section should be read in conjunction with the notes of our consolidated financial statements.
In accordance with the 1940 Act, effective April 25, 2019, the Company is only allowed to borrow amounts such that its asset coverage (i.e., the ratio of assets less liabilities not represented by senior securities to senior securities such as borrowings), calculated pursuant to the 1940 Act, is at least 150% after such borrowing. The Board of Directors also approved a resolution that limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019. On August 11, 2021, we received an exemptive order from SEC to permit us to exclude the senior securities issued by the SBIC Subsidiaries from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act. As of June 30, 2026, the Company’s asset coverage was 209%.
Cash Flows
For the three months ended June 30, 2026, we experienced a net increase in cash and cash equivalents in the amount of $29.4 million. During the foregoing period, our operating activities used $80.9 million in cash, consisting primarily of new portfolio investments made by the Company of $234.2 million, partially offset by $126.6 million from sales and repayments received from debt investments in portfolio companies. In addition, our financing activities provided cash of $110.3 million, consisting primarily of net proceeds from the Equity ATM Program of $62.6 million, net borrowings on our Credit Facilities of $48.0 million, and net proceeds from the issuance of SBA Debentures of $41.0 million, partially offset by cash dividends paid in the amount of $39.6 million. At June 30, 2026, the Company had cash and cash equivalents of approximately $58.5 million and restricted cash of approximately $0.4 million.
For the three months ended June 30, 2025, we experienced a net increase in cash and cash equivalents in the amount of $3.7 million. During that period, our operating activities used $30.5 million in cash, consisting primarily of $73.8 million from sales and repayments received from debt investments in portfolio companies and $26.3 million from sales of equity investments in portfolio companies, partially offset by new portfolio investments made by the Company of $94.9 million. In addition, our financing activities used cash of $26.7 million, consisting primarily of cash dividends paid in the amount of $35.3 million and net repayments on our Credit Facilities of $31.0 million, partially offset by net proceeds from the Equity ATM Program of $41.2 million. At June 30, 2025, the Company had cash and cash equivalents of approximately $46.9 million and restricted cash of approximately $1.7 million.
Capital Resources
As of June 30, 2026, we had $58.5 million in unrestricted cash and cash equivalents and $316.2 million of unused capacity under the Credit Facilities that we maintain to support our investment and operating activities.
Credit Facilities
As of June 30, 2026, we had $280.0 million borrowings outstanding and $229.2 million of undrawn commitments under the Corporate Credit Facility, and $113.0 million outstanding and $87.0 million of undrawn commitments under the SPV Credit Facility. Availability under the Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities. For more information on our Credit Facilities, including material terms and financial covenants, refer to Note 5 - Borrowings in the Notes to the Consolidated Financial Statements.
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Unsecured Notes
In August 2021, the Company issued $100.0 million in aggregate principal amount of 3.375% notes due 2026 (the "October 2026 Notes"). In November 2021, the Company issued an additional $50.0 million in aggregate principal amount of the October 2026 Notes. On October 13, 2025, the Company redeemed $150.0 million in aggregate principal amount of the issued and outstanding October 2026 Notes in full. The October 2026 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding the redemption date. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $0.8 million during the year ended March 31, 2026.
In June 2023, the Company issued approximately $71.9 million in aggregate principal amount, including the underwriters' full exercise of their option to purchase an additional $9.4 million in aggregate principal amount to cover over-allotments, of 7.75% notes due 2028 (the "August 2028 Notes"). On October 13, 2025, the Company redeemed $71.9 million in aggregate principal amount of the issued and outstanding August 2028 Notes in full. The August 2028 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding the redemption date. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $1.4 million during the year ended March 31, 2026.
In November 2024, the Company issued $230.0 million in aggregate principal amount of 5.125% convertible notes due 2029 (the "2029 Convertible Notes"), including the underwriters' full exercise of their option to purchase an additional $30.0 million in aggregate principal amount to cover over-allotments. The outstanding aggregate principal amount of the 2029 Convertible Notes as of both June 30, 2026 and March 31, 2026 was $230.0 million.
In September 2025, the Company issued $350.0 million in aggregate principal amount of 5.950% notes due 2030 ("the September 2030 Notes"). The outstanding aggregate principal amount of the September 2030 Notes as of both June 30, 2026 and March 31, 2026 was $350.0 million.
For more information on each of the October 2026 Notes, the August 2028 Notes, the 2029 Convertible Notes, and the September 2030 Notes, including material terms governing the unsecured notes, refer to Note 5 - Borrowings in the Notes to the Consolidated Financial Statements.
SBA Debentures
On April 20, 2021 and April 17, 2025, SBIC I and SBIC II, respectively, received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. The licenses allow each of SBIC I and SBIC II to obtain leverage by issuing SBA Debentures, subject to the issuance of a leverage commitment by the SBA. In May 2026, legislation amending the Small Business Investment Act of 1958 increased (a) the individual leverage limit from $175.0 million to $250.0 million, subject to SBA approvals, and (b) the maximum leverage available for two or more SBICs under common control from $350.0 million to $475.0 million. As of June 30, 2026, each of SBIC I and SBIC II may borrow up to $175 million in SBA Debentures with at least $87.5 million in regulatory capital (as defined in the SBA regulations). As of June 30, 2026, SBIC I had a total leverage commitment from the SBA in the amount of $175.0 million, all of which was drawn. As of June 30, 2026, SBIC II had a total leverage commitment from the SBA in the amount of $90.0 million, all of which was drawn. Subsequent to quarter end, on July 30, 2026, SBIC II received an additional leverage commitment from the SBA in the amount of $40.0 million. SBA Debentures have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. Interest on SBA Debentures is payable semi-annually on March 1 and September 1. The first maturity date related to the SBA Debentures occurs in September 2031.
For more information on the SBA Debentures, refer to Note 5 - Borrowings in the Notes to the Consolidated Financial Statements.
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Equity Capital Activities
Equity ATM Program
On March 4, 2019, the Company established the Equity ATM Program, pursuant to which the Company may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $50.0 million. The Company increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program (i) to $100.0 million from $50.0 million on February 4, 2020, (ii) to $250.0 million from $100.0 million on May 26, 2021, (iii) to $650.0 million from $250.0 million on August 2, 2022, (iv) to $1.0 billion from $650.0 million on May 21, 2024; and (v) to $2.0 billion from $1.0 billion on May 19, 2026. In addition, the Company (i) added two additional sales agents to the Equity ATM Program on February 4, 2020, and (ii) reduced the commission paid to the sales agents for the Equity ATM Program to 1.5% from 2.0% of the gross sales price of shares of the Company's common stock sold through the sales agents pursuant to the Equity ATM Program on and after May 26, 2021.
The following table summarizes certain information relating to shares sold under the Equity ATM Program (dollars in thousands):
Three Months Ended June 30,
2026 2025
Number of shares sold 2,708,438 2,034,917
Gross proceeds received (in thousands) $ 63,566 $ 41,725
Net proceeds received (in thousands) (1) $ 62,643 $ 41,197
Weighted average price per share $ 23.47 $ 20.50
(1)Net proceeds reflects proceeds after deducting commissions to the sales agents on shares sold. As of both June 30, 2026 and June 30, 2025, no amounts remained receivable.
Cumulative to June 30, 2026, the Company has sold 43,145,727 shares of its common stock under the Equity ATM Program at a weighted-average price of $21.64, raising $933.7 million of gross proceeds. Net proceeds were $919.5 million after commissions to the sales agents on shares sold. As of June 30, 2026, the Company had $1,066.3 million available under the Equity ATM Program.
Share Repurchases
On July 28, 2021, the Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act. On August 31, 2021, the Company entered into a share repurchase agreement, which became effective immediately, and the Company will cease purchasing its common stock under the share repurchase program upon the earlier of, among other things: (1) the date on which the aggregate price for all shares purchased under the share repurchase program equals $20 million including, without limitation, all applicable fees, costs and expenses; or (2) upon written notice by the Company to the broker that the share repurchase agreement is terminated. During the three months ended June 30, 2026 and 2025, the Company did not repurchase any shares under the share repurchase program.
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OFF-BALANCE SHEET ARRANGEMENTS
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. Because commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Additionally, our commitment to fund delayed draw term loans generally is triggered upon the satisfaction of certain pre-negotiated terms and conditions, such as meeting certain financial performance hurdles or financial covenants, which may limit a borrower's ability to draw on such delayed draw term loans.
At June 30, 2026 and March 31, 2026, we had a total of approximately $312.1 million and $328.7 million, respectively, in currently unfunded commitments (as discussed in Note 11 - Commitments and Contingencies to the Consolidated Financial Statements). As of June 30, 2026, the total unfunded commitments included commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2026, we had $0.9 million in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For the letters of credit issued and outstanding, we would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $0.4 million expire in February 2027, $0.3 million expire in March 2027, and $0.2 million expire in April 2027. As of June 30, 2026, none of the letters of credit were drawn and as such, were not recorded as a liability on the Company's balance sheet.
Contractual Obligations
As shown below, we had the following contractual obligations as of June 30, 2026. For information on our unfunded investment commitments, see Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements.
Payments Due By Period
(in thousands)
Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years
Contractual Obligations
Operating lease obligations $ 7,783 $ 720 $ 1,495 $ 1,570 $ 3,998
Corporate Credit Facility 280,000 — 280,000 — —
Interest due on Corporate Credit Facility (1) 35,535 16,999 18,536 — —
SPV Credit Facility 113,000 — 113,000 — —
Interest due on SPV Credit Facility (2) 19,460 7,153 12,307 — —
2029 Convertible Notes 230,000 — — 230,000 —
Interest due on 2029 Convertible Notes 41,256 11,787 23,575 5,894 —
September 2030 Notes 350,000 — — 350,000 —
Interest due on September 2030 Notes 93,713 20,825 41,650 31,238 —
SBA Debentures 265,000 — — — 265,000
Interest due on SBA Debentures (3) 81,535 9,997 20,661 20,632 30,245
$ 1,517,282 $ 67,481 $ 511,224 $ 639,334 $ 299,243
(1)Amounts include interest payments calculated at an average rate of 5.99% of outstanding borrowings under the Corporate Credit Facility, which were $280.0 million as of June 30, 2026.
(2)Amounts include interest payments calculated at an average rate of 6.24% of outstanding borrowings under the SPV Credit Facility, which were $113.0 million as of June 30, 2026.
(3)Includes only fixed interest on pooled debt.
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RECENT DEVELOPMENTS
On July 28, 2026, the Compensation Committee and the Board of Directors determined to temporarily decrease the total number of shares reserved for issuance under the 2021 Employee Plan from 3,050,000 to 65,000; provided that, the Compensation Committee and the Board of Directors will approve an increase in the total number of shares reserved for issuance thereunder from 65,000 to 3,050,000, the amount previously approved by the Company’s shareholders, if and when the Company’s shareholders approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 75,000,000 to 135,000,000.
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