[Financial Performance Overview](index=1&type=section&id=Financial%20Performance%20Overview) Rand Capital's 2023 performance reflects strong growth, driven by a strategic shift to debt investments, boosting income, dividends, and NAV [Fourth Quarter and Full Year 2023 Highlights](index=1&type=section&id=Fourth%20Quarter%20and%20Full%20Year%202023%20Highlights) Rand Capital reported strong growth for 2023, with a 27% increase in total investment income to $7.3 million, driven by a strategic shift towards debt investments, leading to a 60% increase in total dividends paid per share to $1.33, and a 5% growth in net asset value (NAV) per share to $23.56 by year-end, while the fourth quarter saw an 11% rise in total investment income to $1.9 million Full Year 2023 vs 2022 Performance | Metric | 2023 ($) | 2022 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Total Investment Income | $7.3 million | $5.8 million | +27% | | Total Dividends per Share | $1.33 | $0.83 (implied) | +60% | | Net Asset Value (NAV) per Share | $23.56 | $22.36 | +5% | | Total Investments | $20.3 million | N/A | N/A | Q4 2023 vs Q4 2022 Performance | Metric | Q4 2023 ($) | Q4 2022 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Total Investment Income | $1.9 million | $1.7 million | +11% | | Net Investment Income | $962,000 | $1.2 million | -20% | | Net Investment Income per Share | $0.37 | $0.48 | -23% | | Adjusted NII per Share (Non-GAAP) | $0.40 | $0.41 | -2.4% | - The company's strategic shift towards income-producing investments resulted in the portfolio's debt instrument composition increasing from **56%** at the end of 2022 to **64%** at the end of 2023[5](index=5&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) The President and CEO, Daniel P. Penberthy, attributed the strong 2023 results to the successful execution of their strategy, highlighting over $20 million in new investments, primarily in income-producing assets, which drove higher investment income and enabled a 60% increase in dividends, with the company entering 2024 with a strong balance sheet and a solid pipeline of opportunities, intending to continue increasing its portfolio's composition with new debt investments - Management emphasized the successful execution of their strategy, investing over **$20 million** in 2023, which was primarily directed towards income-producing assets[3](index=3&type=chunk) - The increase in investment income directly supported a **60%** rise in dividends paid to shareholders in 2023, including a regular quarterly dividend increase and a special dividend[3](index=3&type=chunk) - Looking ahead to 2024, the company plans to leverage its strong balance sheet and capital sources to continue executing its strategy, focusing on new debt investments from a solid opportunity pipeline[4](index=4&type=chunk) [Portfolio and Investment Activity](index=2&type=section&id=Portfolio%20and%20Investment%20Activity) As of December 31, 2023, Rand's investment portfolio fair value grew 25% year-over-year to $77.1 million across 30 businesses, with the portfolio composition shifting further into debt, comprising 64% debt, 27% private equity, and 9% public equity, and the annualized weighted average yield on debt investments increased to 13.6% from 12.6% in 2022, with key activities in 2023 including $20.3 million in new investments, the profitable sale of DSD for $6.7 million, and gains of $1.7 million from selling ACV Auctions securities Portfolio Composition (as of Dec 31, 2023) | Metric | Value ($) / Percentage (%) | | :--- | :--- | | Total Fair Value | $77.1 million | | YoY Growth | 25% | | Number of Businesses | 30 | | Debt Investments | 64% | | Private Equity | 27% | | Public Equity | 9% | | Avg. Yield on Debt | 13.6% | - In 2023, the company invested a total of **$20.3 million** across nine transactions, focusing primarily on interest-yielding assets[10](index=10&type=chunk) - Significant exit activity included the sale of portfolio company DSD, generating **$6.7 million** in proceeds and a net gain of **$2.5 million**, and the sale of ACV Auctions public stock for **$1.7 million** in gains[21](index=21&type=chunk) [Liquidity, Capital Resources, and Dividends](index=3&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Dividends) At year-end 2023, Rand held $3.3 million in cash and had significant available liquidity through its holdings in publicly traded BDCs ($4.4 million) and ACV Auctions ($3.0 million), with $16.3 million in borrowings outstanding on its $25.0 million credit facility at an interest rate of 8.9%, and total dividends of $1.33 per share were paid in 2023, with a regular quarterly dividend of $0.25 per share declared for Q1 2024 Liquidity Position (as of Dec 31, 2023) | Item | Amount ($) | | :--- | :--- | | Cash | $3.3 million | | Publicly Traded BDC Holdings | $4.4 million | | ACV Auctions Holdings | $3.0 million | | Credit Facility Borrowings | $16.3 million | | Credit Facility Capacity | $25.0 million | | Interest Rate on Borrowings | 8.9% | - In 2023, Rand paid total dividends of **$3.4 million**, which included four regular quarterly dividends and a special year-end dividend, amounting to **$1.33 per share**[5](index=5&type=chunk)[16](index=16&type=chunk) - The company declared a regular quarterly cash dividend of **$0.25 per share** on February 26, 2024, payable in March 2024[17](index=17&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Rand's 2023 financials reflect asset growth from investments, increased liabilities, and a net increase in assets from operations [Consolidated Statements of Financial Position](index=5&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) As of December 31, 2023, Rand's total assets increased to $81.0 million from $63.5 million in the prior year, primarily due to a 25% growth in the fair value of investments to $77.1 million, with total liabilities rising significantly to $20.2 million from $5.8 million, driven by a substantial increase in borrowings on the line of credit to $16.3 million, consequently, total stockholders' equity (net assets) grew to $60.8 million, with NAV per share rising to $23.56 from $22.36 Balance Sheet Summary (Audited) | Account | Dec 31, 2023 ($) | Dec 31, 2022 ($) | | :--- | :--- | :--- | | Total Investments, at fair value | $77,125,712 | $61,504,259 | | Total Assets | $81,021,982 | $63,481,192 | | Line of Credit | $16,250,000 | $2,550,000 | | Total Liabilities | $20,206,769 | $5,759,872 | | Total Stockholders' Equity | $60,815,213 | $57,721,320 | | NAV per Share | $23.56 | $22.36 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the full year 2023, total investment income rose 27% to $7.3 million, driven by higher interest from portfolio companies, however, total expenses surged to $4.2 million from $1.1 million in 2022, mainly due to a $1.8 million swing in capital gains incentive fees (from a credit to an expense) and a nearly $1 million increase in interest expense, which led to a decrease in net investment income to $3.0 million from $4.4 million, and a significant net realized and unrealized gain on investments of $3.6 million resulted in a net increase in net assets from operations of $6.5 million, a sharp reversal from the prior year's loss Full Year Income Statement Summary (Audited) | Account | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Total Investment Income | $7,338,163 | $5,765,181 | | Total Expenses | $4,178,319 | $1,119,229 | | Net Investment Income | $2,967,733 | $4,430,410 | | Net Realized/Unrealized Gain (Loss) | $3,558,917 | ($5,312,259) | | Net Increase (Decrease) in Net Assets | $6,526,650 | ($881,849) | Q4 Income Statement Summary (Unaudited) | Account | Q4 2023 ($) | Q4 2022 ($) | | :--- | :--- | :--- | | Total Investment Income | $1,930,119 | $1,732,986 | | Total Expenses | $1,013,797 | $371,090 | | Net Investment Income | $961,604 | $1,230,104 | | Net Increase in Net Assets | $1,088,979 | $320,175 | [Consolidated Statements of Changes in Net Assets](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) Rand Capital's net assets increased from $57.7 million at the beginning of 2023 to $60.8 million at year-end, with growth driven by a $6.5 million net increase from operations, comprised of $3.0 million in net investment income and $3.6 million in net realized and unrealized gains, partially offset by $3.4 million in dividend distributions to shareholders Changes in Net Assets for the Year Ended Dec 31, 2023 (Audited) | Item | Amount ($) | | :--- | :--- | | Net Assets at Beginning of Year | $57,721,320 | | Net Increase from Operations | $6,526,650 | | Declaration of Dividends | ($3,432,757) | | **Net Assets at End of Year** | **$60,815,213** | [Non-GAAP Financial Measures](index=9&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP measures, such as Adjusted Net Investment Income per Share, offer a clearer view of operational performance by excluding volatile incentive fees [Reconciliation of GAAP to Non-GAAP Adjusted Measures](index=9&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Adjusted%20Measures) The company provides non-GAAP measures, Adjusted Expenses and Adjusted Net Investment Income per Share, which exclude the impact of capital gains incentive fees, with adjusted expenses for the full year 2023 at $3.4 million, and Adjusted net investment income per share for 2023 at $1.46, an 11% increase from $1.31 in 2022, which management believes better reflects the underlying operational trends by removing the volatility of incentive fee accruals - Rand presents non-GAAP measures to provide investors with information management uses to measure financial and business trends by excluding the effects of capital gains incentive fee accruals[32](index=32&type=chunk)[34](index=34&type=chunk) Adjusted Net Investment Income per Share (Non-GAAP) | Period | 2023 ($/share) | 2022 ($/share) | Change (%) | | :--- | :--- | :--- | :--- | | Full Year | $1.46 | $1.31 | +11% | | Q4 | $0.40 | $0.41 | -2.4% | Adjusted Total Expenses (Non-GAAP) | Period | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Full Year | $3,373,619 | $2,167,989 | | Q4 | $949,797 | $539,090 |

Financial Performance - Net investment income per share was $031 in Q3 2023, compared to $039 in Q3 2022[1] - Adjusted net investment income per share was $029 in Q3 2023, compared to $040 in Q3 2022[1] - Total investment income increased by 12% to $1741 million in Q3 2023, driven by a 40% increase in interest from portfolio companies[27,42] - Adjusted expenses in Q3 2023 were $851000, compared to $477000 in Q3 2022, reflecting higher interest expense[7,27] - Net asset value (NAV) per share was $2377 as of September 30, 2023, up 6% from year-end 2022[28,42] Portfolio and Investments - Total portfolio investments at fair value were $747 million[20,30] - Publicly-traded equity securities of $72 million are available for future liquidity opportunities[19] - The company completed two new investments for $78 million in Q3 2023[42] - Top five portfolio investments total $313 million, representing 42% of the total portfolio[25] - Debt investments constitute 63% of the portfolio, while publicly traded equities account for 10%[44] Liquidity and Capital Resources - The company had total liquidity of approximately $22 million at the end of Q3 2023[42] - Outstanding borrowings of $138 million under the $25 million senior secured revolving credit facility, with an interest rate of 88% at quarter-end[19] - The company paid a regular quarterly dividend of $025 per share for Q3 2023[19,42]

Financial Data and Key Metrics Changes - Total investment income increased by 12% for the quarter, driven by sustained growth in interest income from portfolio companies [5][21] - Net investment income per share was $0.31, down from $0.39 year-over-year, primarily due to higher expenses related to debt financing [5][26] - Net asset value per share was $23.77, relatively flat for the quarter but up 6% since year-end 2022 [5][28] Business Line Data and Key Metrics Changes - The portfolio consisted of investments with a fair value of nearly $75 million across 30 portfolio businesses, reflecting two new investments totaling $7.8 million [11][12] - The portfolio comprised approximately 63% in fixed-rate debt investments, with an annualized weighted average yield of 13.45% [12] - Professional services increased to 40% of the total portfolio, while manufacturing and consumer products saw declines [18][19] Market Data and Key Metrics Changes - The company completed two new investments during the quarter, including a $4 million investment in All About People and a $3.8 million investment in First Coast Mulch [14][15][16] - The company held almost 195,000 shares of ACV, valued at $15.18 at quarter end, representing approximately 4% of the portfolio's total fair value [13] Company Strategy and Development Direction - The company continues to focus on high-quality debt investments as a cornerstone of its strategy to drive earnings potential and support growing dividends [31] - The management expressed confidence in the deal flow and unique market position to support future dividends [10] Management's Comments on Operating Environment and Future Outlook - Management highlighted the strength and execution of the company's strategy, indicating a positive outlook for future investments [4][34] - The company maintains a strong balance sheet and significant liquidity, with approximately $22 million available for future investments [29] Other Important Information - Total expenses for the quarter were approximately $810,000, up from $499,000 in the prior year, largely due to increased interest expenses [23] - The company paid a quarterly cash dividend of $0.25 per share during the third quarter [10] Q&A Session Summary - No specific questions or answers were documented in the provided content [35][36]

Financial Performance - Investment income for the three months ended September 30, 2023, increased by 12.0% to $1,741,114 compared to $1,554,265 for the same period in 2022[167]. - Total investment income for the three months ended September 30, 2023, was $154,416, a decrease from $421,659 in the same period of 2022[171]. - Total investment income for the nine months ended September 30, 2023, was $5,408,044, a 34.1% increase from $4,032,195 in the same period of 2022[183]. - The net investment income for the nine months ended September 30, 2023, was $2,006,129, a decrease of 37.2% compared to $3,200,306 for the same period in 2022[196]. - The realized gain on investments before income taxes for the nine months ended September 30, 2023, was $1,068,904, an increase of 54.8% from $690,591 in 2022[197]. - The net increase in net assets from operations for the nine months ended September 30, 2023, was $5,437,671, compared to a decrease of $(1,202,024) in 2022[207]. Assets and Liabilities - Total assets increased by 24.5% to $79,039,682 as of September 30, 2023, compared to $63,481,192 at December 31, 2022[160]. - Total liabilities rose significantly by 207.1% to $17,687,405 from $5,759,872[160]. - Cash represented 5.7% of net assets at September 30, 2023, compared to 2.4% at December 31, 2022[161]. - Total investments at fair value increased by 21.4% to $74,684,285 as of September 30, 2023, from $61,504,259 at December 31, 2022[164]. Investment Activities - New investments totaled $18,060,000 during the nine months ended September 30, 2023, with significant contributions from Inter-National Electronic Alloys LLC and Highland All About People Holdings, Inc.[166]. - Interest from portfolio companies rose by 39.6% to $1,535,677 for the three months ended September 30, 2023[167]. - Interest from portfolio companies for the nine months ended September 30, 2023, was $4,306,120, a 42.7% increase from $3,016,976 in the same period of 2022[183]. - The company recognized a net realized gain of $1,718,767 on the sale of 125,000 shares of Class A common stock of ACV Auctions, Inc. during the nine months ended September 30, 2023[199]. Expenses - Total expenses for the three months ended September 30, 2023, were $809,936, representing a 62.3% increase from $498,959 in the same period of 2022[172]. - Total expenses for the nine months ended September 30, 2023, were $3,164,522, a significant increase of 323.0% from $748,139 in the same period of 2022[191]. - The base management fee for the nine months ended September 30, 2023, was $769,869, an increase of 10.5% from $696,772 in 2022[195]. - Administrative fees incurred during the nine months ended September 30, 2023, were $111,750, with no corresponding expense in 2022[194]. Dividends and Cash Flow - The company declared quarterly cash dividends of $0.20, $0.25, and $0.25 for the first, second, and third quarters of 2023, respectively[157]. - As of September 30, 2023, the total liquidity consisted of approximately $3,480,000 in cash, with an unused line of credit balance of $11,250,000 under the $25 million Credit Facility[209][210]. - The outstanding balance drawn on the Credit Facility at September 30, 2023, was $13,750,000, with an applicable interest rate of 8.81%[210][211]. - The company anticipates continuing to fund investment activities through cash generated from operations and the sale of publicly traded liquid investments[214]. Risk Management - The company does not currently engage in any hedging activities but may consider using standard hedging instruments in the future to mitigate interest rate fluctuations[220]. - Investments are carried at fair value, determined by RCM and approved by the Board, with inherent risks in estimating fair values due to market uncertainties[221]. - The company acknowledges that actual results may differ materially from hypothetical analyses regarding interest rate sensitivity under its Credit Facility[219].

Financial Data and Key Metrics Changes - Total investment income increased by 34% year-over-year to $1.8 million, driven by a 47% rise in interest income from portfolio companies and higher fee income [8][23] - Net investment income for the second quarter was $493,000, or $0.19 per share, down from $1.4 million, or $0.55 per share in the same period last year [11][28] - Net asset value at June 30, 2023, was $61.4 million, reflecting a more than 3% increase from the previous quarter, with net asset value per share rising to $23.79 from $23 [12][14] Business Line Data and Key Metrics Changes - The portfolio consisted of 29 companies, down by one due to the sale of DSD and Somerset Gas, with one new investment made during the quarter [24][30] - The fair value of investments totaled $66.8 million, a decrease attributed to the partial sale of ACV shares and valuation adjustments, but up 9% year-to-date from December 31, 2022 [30] Market Data and Key Metrics Changes - The investment in INEA, a new addition, now represents 7% of the total portfolio, while the automotive sector decreased by 7 percentage points due to the sale of DSD [4][5] - The portfolio mix includes approximately 60% in fixed-rate debt investments, 29% in equity investments in private companies, and 11% in publicly traded equities [29] Company Strategy and Development Direction - The company plans to leverage its strong balance sheet and liquidity to invest in new opportunities that will provide higher yields and support future dividends [17][28] - Continued focus on scaling the business through investments in subordinated debt instruments and related equity investments in lower middle market companies [17][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in executing the strategy for the second half of the year, anticipating continued investment income growth [17][28] - The company highlighted a strong deal flow and unique market position to support future dividends [28] Other Important Information - A quarterly cash dividend of $0.25 per share was declared for the third quarter, consistent with the previous quarter [15][28] - The company maintained a cash position of approximately $8.4 million at quarter end, with significant liquidity available for future investments [13][14] Q&A Session Summary Question: What are the expectations for future dividends? - Management indicated that the strong deal flow and market position will support future dividends [28] Question: How does the company plan to utilize its liquidity? - The company plans to leverage its cash and credit facility to invest in new opportunities for higher yields [17][28] Question: Can you provide insights on the recent changes in the portfolio? - The portfolio saw a decrease in the automotive sector and an increase in distribution due to the new investment in INEA [4][5]

SECOND QUARTER 2023 FINANCIAL RESULTS August 4, 2023 Daniel P. Penberthy President & CEO Margaret W. Brechtel EVP & CFO © 2023 Rand Capital Corporation Nasdaq: RAND FORWARD LOOKING STATEMENTS This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including but not limited to statements regarding the expectations of Rand ...

[PART I. – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements and Supplementary Data](index=3&type=section&id=Item%201.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the unaudited consolidated financial statements of Rand Capital Corporation and its subsidiaries, including the statements of financial position, operations, changes in net assets, cash flows, and detailed schedules of portfolio investments, along with accompanying notes [Consolidated Statements of Financial Position as of June 30, 2023 (Unaudited) and December 31, 2022](index=3&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time - **Total assets** increased by **19.8%** from **$63.48 million** at December 31, 2022, to **$76.05 million** at June 30, 2023[152](index=152&type=chunk) - **Total liabilities** increased significantly by **154.4%** from **$5.76 million** to **$14.65 million**, primarily due to an increase in the line of credit[10](index=10&type=chunk)[152](index=152&type=chunk) - **Total stockholders' equity (net assets)** increased by **6.4%** from **$57.72 million** to **$61.40 million**[10](index=10&type=chunk)[152](index=152&type=chunk) Consolidated Statements of Financial Position | Metric | June 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Total assets | $76,054,837 | $63,481,192 | | Total liabilities | $14,652,809 | $5,759,872 | | Total stockholders' equity (net assets) | $61,402,028 | $57,721,320 | | Net assets per share | $23.79 | $22.36 | [Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net income over specific periods Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2023 (Unaudited) | 2022 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Total investment income | $1,815,432 | $1,353,182 | 34.2% | | Total expenses | $1,306,741 | ($96,198) | NM | | Net investment income | $492,630 | $1,418,137 | -65.3% | | Net realized gain on sales and dispositions of investments | $3,480,089 | $1,540,143 | 126.0% | | Net change in unrealized appreciation/depreciation on investments | ($1,300,829) | ($4,854,669) | 73.2% | | Net increase (decrease) in net assets from operations | $2,671,890 | ($1,896,389) | NM | Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2023 (Unaudited) | 2022 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Total investment income | $3,666,930 | $2,477,930 | 48.0% | | Total expenses | $2,354,586 | $249,180 | NM | | Net investment income | $1,207,546 | $2,190,140 | -44.9% | | Net realized gain on sales and dispositions of investments | $3,533,477 | $688,672 | 413.1% | | Net change in unrealized appreciation/depreciation on investments | $101,144 | ($5,185,738) | NM | | Net increase (decrease) in net assets from operations | $4,842,167 | ($2,306,926) | NM | [Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) This statement tracks changes in net assets, including operations and dividends, over specific periods Consolidated Statements of Changes in Net Assets (Six Months Ended June 30) | Metric | 2023 (Unaudited) | 2022 (Unaudited) | | :--- | :--- | :--- | | Net assets at beginning of period | $57,721,320 | $60,745,416 | | Net increase (decrease) in net assets from operations | $4,842,167 | ($2,306,926) | | Declaration of dividend | ($1,161,459) | ($774,306) | | Net assets at end of period | $61,402,028 | $57,664,184 | [Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes cash flows from operating, investing, and financing activities Consolidated Statements of Cash Flows (Six Months Ended June 30) | Metric | 2023 (Unaudited) | 2022 (Unaudited) | | :--- | :--- | :--- | | Net increase (decrease) in net assets from operations | $4,842,167 | ($2,306,926) | | Net cash provided by operating activities | $48,864 | $1,129,577 | | Net cash provided by (used in) financing activities | $6,938,541 | ($774,306) | | Net increase in cash | $6,987,405 | $355,271 | | Cash at end of period | $8,356,401 | $1,189,146 | [Consolidated Schedule of Portfolio Investments as of June 30, 2023 (Unaudited)](index=8&type=section&id=Consolidated%20Schedule%20of%20Portfolio%20Investments%20as%20of%20June%2030%2C%202023) This schedule details the investment portfolio by fair value, control level, and industry as of June 30, 2023 - **Total investments at fair value** were **$66,791,743** as of June 30, 2023[10](index=10&type=chunk) Investment Categories by Fair Value (June 30, 2023) | Category | Percent of Net Assets | | :--- | :--- | | Non-Control/Non-Affiliate Investments | 32.0% | | Affiliate Investments | 70.2% | | Control Investments | 6.6% | Top 5 Portfolio Company Concentrations (June 30, 2023) | Company | Percentage of Total Investments | | :--- | :--- | | Tilson Technology Management, Inc. | 16% | | Seybert's Billiards Corporation | 9% | | SciAps, Inc. | 8% | | BMP Food Service Supply Holdco, LLC | 8% | | Inter-National Electronic Alloys LLC | 6% | Industry Classification (June 30, 2023) | Industry Classification | Percentage of Total Investments | | :--- | :--- | | Professional Services | 32.5% | | Manufacturing | 25.7% | | Consumer Product | 15.0% | | Software | 9.5% | | Distribution | 6.5% | | BDC Investment Funds | 6.0% | | Automotive | 4.8% | | Total Investments | 100% | [Consolidated Schedule of Portfolio Investments as of December 31, 2022](index=13&type=section&id=Consolidated%20Schedule%20of%20Portfolio%20Investments%20as%20of%20December%2031%2C%202022) This schedule details the investment portfolio by fair value, control level, and industry as of December 31, 2022 - **Total investments at fair value** were **$61,504,259** as of December 31, 2022[10](index=10&type=chunk) Investment Categories by Fair Value (December 31, 2022) | Category | Percent of Net Assets | | :--- | :--- | | Non-Control/Non-Affiliate Investments | 34.2% | | Affiliate Investments | 66.3% | | Control Investments | 6.1% | Top 5 Portfolio Company Concentrations (December 31, 2022) | Company | Percentage of Total Investments | | :--- | :--- | | Tilson Technology Management, Inc. | 17% | | Seybert's Billiards Corporation | 10% | | SciAps, Inc. | 8% | | DSD Operating, LLC | 8% | | Caitec, Inc. | 6% | Industry Classification (December 31, 2022) | Industry Classification | Percentage of Total Investments | | :--- | :--- | | Professional Services | 31.4% | | Manufacturing | 22.6% | | Consumer Product | 16.2% | | Automotive | 13.2% | | Software | 10.1% | | BDC Investment Funds | 6.3% | | Oil and Gas | 0.2% | | Total Investments | 100% | [Notes to the Consolidated Financial Statements (Unaudited)](index=24&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20(Unaudited)) These notes provide additional information and explanations for the figures in the consolidated financial statements [Note 1. ORGANIZATION](index=24&type=section&id=Note%201.%20ORGANIZATION) This note describes the company's structure, regulatory status, and key operational agreements - Rand Capital Corporation operates as an externally managed, closed-end, diversified investment company, regulated as a **Business Development Company (BDC)** under the 1940 Act[56](index=56&type=chunk)[59](index=59&type=chunk) - East Asset Management invested **$25 million** in November 2019, acquiring approximately **64%** of Rand's common stock, and Rand Capital Management, LLC (RCM) was retained as its external investment adviser and administrator[57](index=57&type=chunk) - Rand elected to be treated as a **Regulated Investment Company (RIC)** for U.S. Federal income tax purposes as of January 1, 2020, requiring distribution of substantially all investment company taxable income[60](index=60&type=chunk) - The Board declared quarterly cash dividends of **$0.20** and **$0.25 per share** for Q1 and Q2 2023, respectively[61](index=61&type=chunk) - An SEC exemptive order permits Rand to co-invest in portfolio companies with certain affiliates managed by RCM and Callodine Group, LLC, subject to specific conditions and independent director approval[62](index=62&type=chunk) [Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=25&type=section&id=Note%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements - The consolidated financial statements are unaudited and prepared in accordance with GAAP, with certain disclosures omitted for interim periods[64](index=64&type=chunk) - Investments are classified by level of control: **Control** (over 25% voting securities or 50% board representation), **Affiliate** (5% to 25% voting securities), or **Non-Control/Non-Affiliate**[67](index=67&type=chunk) - Investments are valued at fair value, determined in good faith by RCM and approved by the Board, with publicly traded securities valued at the average closing price for the last three trading days[68](index=68&type=chunk)[69](index=69&type=chunk) - Revenue recognition policies include accrual basis for interest income (unless in default), PIK interest added to principal, accrual basis for dividend income when estimable, and amortization of financing fees[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The Board approved a share repurchase plan on April 19, 2023, authorizing repurchases of up to **$1,500,000** of common stock at prices no greater than NAV, effective through April 19, 2024, with **no shares repurchased** during the six months ended June 30, 2023 or 2022[82](index=82&type=chunk) Top 5 Portfolio Company Concentrations (June 30, 2023 & December 31, 2022) | Company | June 30, 2023 (%) | December 31, 2022 (%) | | :--- | :--- | :--- | | Tilson Technology Management, Inc. | 16% | 17% | | Seybert's Billiards Corporation | 9% | 10% | | SciAps, Inc. | 8% | 8% | | BMP Food Service Supply Holdco, LLC | 8% | — | | Inter-National Electronic Alloys LLC | 6% | — | | DSD Operating, LLC | — | 8% | | Caitec, Inc. | — | 6% | [Note 3. INVESTMENTS](index=29&type=section&id=Note%203.%20INVESTMENTS) This note details investment valuation methodologies and changes in Level 3 assets - Investments are carried at fair value in accordance with FASB ASC 820, classifying inputs into **Level 1** (quoted prices in active markets) and **Level 3** (unobservable inputs)[92](index=92&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - At June 30, 2023, **11%** of investments were Level 1 and **89%** were Level 3; at December 31, 2022, **10%** were Level 1 and **90%** were Level 3, with no Level 2 investments in either period[96](index=96&type=chunk) - Valuation approaches for Level 3 investments include asset, market (EBITDA/revenue multiples, transaction pricing), and income approaches, considering financial performance, capital structure, and market conditions[96](index=96&type=chunk)[99](index=99&type=chunk)[103](index=103&type=chunk) Changes in Level 3 Assets (Six Months Ended June 30, 2023) | Description | Loan Investments | Debt Investments | Equity Investments | Total | | :--- | :--- | :--- | :--- | :--- | | Ending balance December 31, 2022 | $14,578,351 | $19,582,616 | $20,935,744 | $55,096,711 | | Total realized gains, net | — | — | $2,152,868 | $2,152,868 | | Total unrealized gains (losses) | — | — | ($994,541) | ($994,541) | | Total purchases of securities/changes to securities/non-cash conversions | $631,838 | $8,871,381 | $1,296,706 | $10,799,925 | | Total repayments and sales of securities | ($3,171,434) | ($340,047) | ($4,154,406) | ($7,665,887) | | Ending balance June 30, 2023 | $12,038,755 | $28,113,950 | $19,236,371 | $59,389,076 | [Note 4. OTHER ASSETS](index=34&type=section&id=Note%204.%20OTHER%20ASSETS) This note provides a breakdown of other assets and related amortization expenses - Amortization expense related to deferred financing fees for the six months ended June 30, 2023, was **$12,500**[109](index=109&type=chunk) Composition of Other Assets | Item | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Escrow receivables | $243,719 | $68,983 | | Dividend receivables | $110,440 | $102,655 | | Deferred financing fees, net | $100,000 | $112,500 | | Prepaid expenses | $78,121 | $10,905 | | Total other assets | $532,280 | $295,043 | [Note 5. COMMITMENTS AND CONTINGENCIES](index=36&type=section&id=Note%205.%20COMMITMENTS%20AND%20CONTINGENCIES) This note confirms the absence of significant commitments or contingencies for the reported periods - The Corporation had **no commitments** at June 30, 2023, or December 31, 2022[111](index=111&type=chunk) [Note 6. SENIOR SECURED REVOLVING CREDIT FACILITY](index=36&type=section&id=Note%206.%20SENIOR%20SECURED%20REVOLVING%20CREDIT%20FACILITY) This note details the terms, outstanding balance, and compliance status of the company's credit facility - The Corporation entered into a **$25.0 million** senior secured revolving credit facility with M&T Bank on June 27, 2022, maturing June 27, 2027[112](index=112&type=chunk) - The outstanding balance drawn on the Credit Facility was **$10,650,000** at June 30, 2023, compared to **$2,550,000** at December 31, 2022[118](index=118&type=chunk) - The unused line of credit balance for the Credit Facility was **$14,350,000** at June 30, 2023[201](index=201&type=chunk) - The interest rate on the Credit Facility was **8.59%** at June 30, 2023[113](index=113&type=chunk) - The Corporation was in compliance with all financial covenants (tangible net worth, asset coverage ratio, interest coverage ratio) as of June 30, 2023[114](index=114&type=chunk) [Note 7. CHANGES IN STOCKHOLDERS' EQUITY (NET ASSETS)](index=38&type=section&id=Note%207.%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY%20(NET%20ASSETS)) This note summarizes changes in stockholders' equity, including net assets from operations and dividends Changes in Stockholders' Equity (Net Assets) (Six Months Ended June 30, 2023) | Metric | Amount | | :--- | :--- | | Net assets at January 1, 2023 | $57,721,320 | | Net increase in net assets from operations | $4,842,167 | | Payment of dividend | ($1,161,459) | | Net assets at June 30, 2023 | $61,402,028 | [Note 8. RELATED PARTY TRANSACTIONS](index=38&type=section&id=Note%208.%20RELATED%20PARTY%20TRANSACTIONS) This note describes the fees and agreements with the external investment adviser and administrator - Rand pays RCM a **Base Management Fee** (1.50% annually of total assets excluding cash) and an **Incentive Fee** (Income Based Fee and Capital Gains Fee) under the Investment Management Agreement[120](index=120&type=chunk)[121](index=121&type=chunk) Base Management Fee | Period | Amount | | :--- | :--- | | Six months ended June 30, 2023 | $501,260 | | Six months ended June 30, 2022 | $471,042 | - **No Income Based Fees** were earned for the six months ended June 30, 2023, or 2022[129](index=129&type=chunk) - A capital gains incentive fee accrual of **$2,949,000** was recorded at June 30, 2023, based on GAAP (including unrealized gains), compared to **$2,499,000** at December 31, 2022, with the actual fee payable to RCM determined annually based on realized gains/losses[133](index=133&type=chunk) - RCM provides administrative services to the Corporation, including office facilities, accounting, compliance, and oversight of third-party service providers, under the Administration Agreement[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Note 9. FINANCIAL HIGHLIGHTS](index=42&type=section&id=Note%209.%20FINANCIAL%20HIGHLIGHTS) This note presents key financial performance metrics and ratios for the reported periods Financial Highlights (Six Months Ended June 30) | Metric | 2023 (Unaudited) | 2022 (Unaudited) | | :--- | :--- | :--- | | Net asset value, beginning of period | $22.36 | $23.54 | | Net asset value, end of period | $23.79 | $22.34 | | Total return based on net asset value | 8.39% | (5.07%) | | Ratio of expenses including income taxes to average net assets (annualized) | 9.17% | 0.98% | | Ratio of net investment income to average net assets (annualized) | 4.05% | 7.40% | | Debt/equity ratio | 17.34% | 0% | [Note 10. SUBSEQUENT EVENT](index=42&type=section&id=Note%2010.%20SUBSEQUENT%20EVENT) This note discloses significant events occurring after the reporting period, such as dividend declarations - On July 25, 2023, the Board declared a quarterly cash dividend of **$0.25 per share**, payable on or about September 14, 2023, to shareholders of record as of August 31, 2023[139](index=139&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a narrative analysis of the company's financial condition, results of operations, and liquidity, offering management's perspective on key trends, significant events, and future outlook [FORWARD LOOKING STATEMENTS](index=43&type=section&id=FORWARD%20LOOKING%20STATEMENTS) This section highlights the inherent uncertainties and risks associated with forward-looking statements - This section contains forward-looking statements subject to risks and uncertainties, including those related to the U.S. economy, securities markets, liquidity, inflation, investment strategies, RIC compliance, and future dividend payments[141](index=141&type=chunk) - The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made[142](index=142&type=chunk) [Overview](index=43&type=section&id=Overview) This section provides a general description of the company's business model, regulatory status, and fee structure - Rand is an externally managed investment company focused on lending to and investing in lower middle market companies, aiming for current income and capital appreciation[143](index=143&type=chunk) - The company is regulated as a **Business Development Company (BDC)** under the 1940 Act and elected **Regulated Investment Company (RIC)** tax treatment in 2020[144](index=144&type=chunk)[148](index=148&type=chunk) - Rand pays RCM a base management fee and an incentive fee, comprising an Income Based Fee and a Capital Gains Fee[147](index=147&type=chunk) - Quarterly cash dividends declared for the six months ended June 30, 2023, were **$0.20** for Q1 and **$0.25** for Q2[149](index=149&type=chunk) [SEC Exemptive Order](index=44&type=section&id=SEC%20Exemptive%20Order) This section explains the SEC order permitting co-investments with affiliates, enhancing investment opportunities - Rand has an SEC exemptive order (New Order, March 29, 2021, amended September 6, 2022) allowing co-investment with affiliates managed by RCM and Callodine, subject to independent director approval and fairness conditions[150](index=150&type=chunk) - These co-investments are expected to afford additional investment opportunities and provide greater diversification in the investment portfolio[149](index=149&type=chunk) [Critical Accounting Policies](index=44&type=section&id=Critical%20Accounting%20Policies) This section refers to the company's significant accounting policies and the use of estimates - The company prepares its consolidated financial statements in accordance with GAAP, which requires the use of estimates and assumptions[151](index=151&type=chunk) - A summary of critical accounting policies can be found in the Annual Report on Form 10-K for the year ended December 31, 2022[151](index=151&type=chunk) [Financial Condition](index=45&type=section&id=Financial%20Condition) This section analyzes the company's financial position, including assets, liabilities, and net assets - Cash approximated **13.6% of net assets** at June 30, 2023, compared to **2.4%** at December 31, 2022[153](index=153&type=chunk) - At June 30, 2023, **$10,650,000** was drawn on the **$25 million** senior secured revolving credit facility, with an applicable interest rate of **8.59%**[154](index=154&type=chunk) Financial Condition Overview | Metric | June 30, 2023 | December 31, 2022 | Increase | % Increase | | :--- | :--- | :--- | :--- | :--- | | Total assets | $76,054,837 | $63,481,192 | $12,573,645 | 19.8% | | Total liabilities | $14,652,809 | $5,759,872 | $8,892,937 | 154.4% | | Net assets | $61,402,028 | $57,721,320 | $3,680,708 | 6.4% | | Net asset value per share (NAV) | $23.79 | $22.36 | | | [Composition of Our Investment Portfolio](index=45&type=section&id=Composition%20of%20Our%20Investment%20Portfolio) This section details the fair value, cost, and changes in the company's investment portfolio - Total investments at fair value approximated **109% of net assets** at June 30, 2023, compared to **107%** at December 31, 2022[156](index=156&type=chunk) - The investment objective is to generate current income and capital appreciation by targeting higher yielding debt instruments and related equity investments in privately held, lower middle market companies[157](index=157&type=chunk) Investment Portfolio Summary | Metric | June 30, 2023 | December 31, 2022 | Increase | % Increase | | :--- | :--- | :--- | :--- | :--- | | Investments, at cost | $60,969,018 | $55,716,237 | $5,252,781 | 9.4% | | Unrealized appreciation, net | $5,822,725 | $5,788,022 | $34,703 | 0.6% | | Investments, at fair value | $66,791,743 | $61,504,259 | $5,287,484 | 8.6% | Net Change in Investments, at Cost (Six Months Ended June 30, 2023) | Category | Cost Increase (Decrease) | | :--- | :--- | | New investments | $10,260,000 | | Other changes to investments (interest conversion, OID amortization) | $534,984 | | Investments repaid, sold, liquidated or converted | ($5,542,203) | | Net change in investments, at cost | $5,252,781 | [Results of Operations](index=46&type=section&id=Results%20of%20Operations) This section analyzes financial performance, including investment income, expenses, and net assets from operations [Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022](index=46&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202023%20to%20the%20three%20months%20ended%20June%2030%2C%202022) This section compares financial performance for the three-month periods, highlighting key income and expense changes - Total expenses increased significantly to **$1,306,741** (from -$96,198), primarily due to a **$1,154,000** increase in capital gains incentive fee expense (GAAP accrual) and **$258,912** in interest expense from the Credit Facility[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - **Net investment income** decreased to **$492,630** from **$1,418,137**[167](index=167&type=chunk) - Realized gain on investments increased to **$3,818,247** (from $1,540,143), including a **$2,537,765** gain from the DSD Operating, LLC sale and **$1,718,767** from the ACV Auctions, Inc. stock sale[168](index=168&type=chunk)[169](index=169&type=chunk) - The change in unrealized appreciation (depreciation) of investments improved to **($1,367,270)** (from ($4,854,669)), with significant depreciation from ACV, Open Exchange, and DSD, partially offset by appreciation in Somerset and BDCs[172](index=172&type=chunk) Investment Income (Three Months Ended June 30) | Metric | 2023 | 2022 | Increase (Decrease) | % Change | | :--- | :--- | :--- | :--- | :--- | | Interest from portfolio companies | $1,473,540 | $1,004,832 | $468,708 | 46.6% | | Interest from other investments | $104 | $1 | $103 | NM | | Dividend and other investment income | $192,597 | $316,520 | ($123,923) | -39.2% | | Fee income | $149,191 | $31,829 | $117,362 | 368.7% | | Total investment income | $1,815,432 | $1,353,182 | $462,250 | 34.2% | [Comparison of the six months ended June 30, 2023 to the six months ended June 30, 2022](index=51&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202023%20to%20the%20six%20months%20ended%20June%2030%2C%202022) This section compares financial performance for the six-month periods, detailing income, expenses, and net asset changes - Total expenses increased significantly to **$2,354,586** (from $249,180), mainly due to a **$1,685,000** increase in capital gains incentive fee expense (GAAP accrual) and **$417,312** in interest expense from the Credit Facility[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - **Net investment income** decreased to **$1,207,546** from **$2,190,140**[187](index=187&type=chunk) - Realized gain on investments increased to **$3,871,635** (from $688,672), including a **$2,537,765** gain from the DSD Operating, LLC sale and **$1,718,767** from the ACV Auctions, Inc. stock sale[188](index=188&type=chunk)[190](index=190&type=chunk) - The change in unrealized appreciation (depreciation) of investments turned positive to **$34,703** (from ($5,185,738)), with significant appreciation in ACV and Somerset, offset by depreciation in Open Exchange and DSD[193](index=193&type=chunk)[194](index=194&type=chunk) - Net increase (decrease) in net assets from operations turned positive to **$4,842,167** (from ($2,306,926))[197](index=197&type=chunk) Investment Income (Six Months Ended June 30) | Metric | 2023 | 2022 | Increase | % Change | | :--- | :--- | :--- | :--- | :--- | | Interest from portfolio companies | $2,770,443 | $1,916,971 | $853,472 | 44.5% | | Interest from other investments | $236 | $1 | $235 | NM | | Dividend and other investment income | $667,340 | $489,510 | $177,830 | 36.3% | | Fee income | $228,911 | $71,448 | $157,463 | 220.4% | | Total investment income | $3,666,930 | $2,477,930 | $1,189,000 | 48.0% | [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet financial obligations and fund operations - Total liquidity consisted of approximately **$8,356,000** in cash at June 30, 2023, in addition to publicly traded equity securities[198](index=198&type=chunk)[200](index=200&type=chunk) - At June 30, 2023, **$10,650,000** was drawn on the **$25 million** Credit Facility, leaving an unused line of credit balance of **$14,350,000**[201](index=201&type=chunk) - The company believes it was in compliance with all Credit Facility covenants at June 30, 2023[203](index=203&type=chunk) - For the six months ended June 30, 2023, the company experienced a net increase in cash of approximately **$6,987,000**, comprising **$49,000** from operating activities and **$6,939,000** from financing activities[204](index=204&type=chunk) - The company anticipates funding investment activities through cash generated from operations, sale of publicly traded liquid investments, and borrowings under the Credit Facility[205](index=205&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the market risks associated with the company's investment portfolio, particularly valuation risk for private company securities and liquidity risk for marketable securities - The investment portfolio primarily consists of debt and equity securities in private companies, which are subject to valuation risk due to the absence of public market values[206](index=206&type=chunk) - Marketable securities may face liquidity risk if markets are disorderly or willing purchasers are unavailable, potentially preventing the realization of fair value in a timely manner[206](index=206&type=chunk) - At June 30, 2023, the company did not have any off-balance sheet arrangements or hedging or similar derivative financial instrument investments[207](index=207&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the most recent fiscal quarter - The Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures were effective as of June 30, 2023[208](index=208&type=chunk) - There have been no changes in internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting[209](index=209&type=chunk) [PART II. – OTHER INFORMATION](index=59&type=section&id=PART%20II.%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information not covered in financial statements, including legal and administrative details [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no legal proceedings to report - No legal proceedings to report[211](index=211&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the 'Risk Factors' section in the company's annual report on Form 10-K for the year ended December 31, 2022, for a comprehensive discussion of potential risks - Refer to the 'Risk Factors' section in the annual report on Form 10-K for the year ended December 31, 2022, for detailed risk information[212](index=212&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that no shares of common stock were repurchased during the quarter ended June 30, 2023, under the existing share repurchase plan, which authorizes up to $1,500,000 in repurchases - No shares of Rand's common stock were repurchased by the Corporation during the quarter ended June 30, 2023[213](index=213&type=chunk) - A new share repurchase plan, approved on April 19, 2023, authorizes repurchases of up to **$1,500,000** of common stock at prices no greater than the then current net asset value, effective through April 19, 2024[217](index=217&type=chunk) [Item 3. Defaults upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - No defaults upon senior securities[214](index=214&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[215](index=215&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) This section reports that no director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2023 - No director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2023[216](index=216&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report or incorporated by reference, including organizational documents and certifications - The exhibits include the Certificate of Incorporation, By-laws, and various certifications (e.g., Certification of Principal Executive Officer, Certification of Principal Financial Officer, Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)[219](index=219&type=chunk)

Rand Capital Corporation (NASDAQ:RAND) Q1 2023 Results Conference Call May 9, 2023 1:30 PM ET Company Participants Craig Mychajluk - IR Dan Penberthy - President and CEO Margaret Brechtel - EVP and CFO Operator Greetings, and welcome to the Rand Capital Corporation First Quarter 2023 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Craig Mychajluk, Investor Relations for Rand Capital Corporation. Thank you. Yo ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _______ Commission File Number: 814-00235 Rand Capital Corporation (Exact Name of Registrant as specified in its Charter) New York 16-0961359 (St ...

| --- | --- | --- | |-------|-------|--------------------------------------| | | | | | | | March 10, 2023 | | | | Daniel P. Penberthy President & CEO | | | | Margaret W. Brechtel EVP & CFO | FORWARD LOOKING STATEMENTS © 2023 Rand Capital Corporation Nasdaq: RAND © 2023 Rand Capital Corporation Nasdaq: RAND FOURTH QUARTER AND FULL YEAR 2022 EXECUTION | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------------- ...