BlackRock TCP Capital reported a net loss of $66.75 million for the three months ended Sep 30, 2026.
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001193125-26-448640
- Net loss: $66.75 million for the three months ended Sep 30, 2026
- Diluted EPS: -$0.80 for the three months ended Sep 30, 2026
- Cash and equivalents: $253.14 million at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
3 changes since the June 2026 10-Q
Compared with the 10-Q 0001193125-26-336794, filed Aug 6, 2026.
EPS down 4100% from Jun 30
−$0.80, was $0.02.
From the filings
Before
$0.02Now
−$0.80Net income down 3915% from Jun 30
−$66.8M, was $1.7M.
From the filings
Before
$1.7MNow
−$66.8MCash up 61% from Jun 30
$253M, was $158M.
From the filings
Before
$158MNow
$253M
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 3 changes
3 unchanged paragraphs
For the Quarterly Period Ended June September 30, 2026
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The number of shares of the Registrant's common stock, $0.001 par value, outstanding as of August 6, November 5, 2026 was 83,902,775 .
1 unchanged paragraph
FOR THE THREE AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026
1 unchanged paragraph
Financial statements 5 changes
Consolidated Statements of Assets and Liabilities as of June September 30, 2026 (unaudited) and December 31, 2025
Consolidated Statements of Operations for the three and six nine months ended June September 30, 2026 (unaudited) and June September 30, 2025 (unaudited)
Consolidated Statements of Changes in Net Assets for the three and six nine months ended June September 30, 2026 (unaudited) and June September 30, 2025 (unaudited)
Consolidated Statements of Cash Flows for the six nine months ended June September 30, 2026 (unaudited) and June September 30, 2025 (unaudited)
Consolidated Schedule of Investments as of June September 30, 2026 (unaudited) and December 31, 2025
Notes to the financial statements 10 changes
Unless otherwise instructed by the Company at the direction of its Board of Directors, the Plan Administrator will acquire common stock on behalf of Participants through open-market purchases if, on the distribution payment date, the Market Price is less than the most recently published NAV (such condition referred to as a "market discount"). In the event of a market discount on the distribution payment date, the Plan Administrator will have until the last business day before the next date on which the common stock trades on an "ex-distribution" basis or 30 days after the distribution payment date, whichever is sooner (the "last purchase date"), to invest the distribution amount in common stock acquired in open-market purchases. If shares are purchased in the open market with respect to a distribution, the number of shares to be credited to a Participant's account shall be determined by dividing the dollar amount of the cash distribution otherwise payable to the Participant by the weighted average Market Price per share for all common stock purchased by the Plan Administrator in the open market. If the Plan Administrator is unable to invest the full distribution amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making open-market purchases and may use any uninvested portion to acquire newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the distribution payment date. If the Company instructs the Plan Administrator to purchase new shares of common stock when there is a market discount, the shares of common stock will be acquired in accordance with the same terms as outlined above when there is a market premium.
There will be no fees with respect to shares of common stock issued directly by the Company. However, each Participant will pay the per share fees (which include any applicable brokerage commissions the Plan Administrator is required to pay) incurred in connection with open-market purchases. If a shareholder has shares held by a broker, such shareholder should contact his/her broker to participate in the DRIP. For the six months ended June 30, 2026, approximately $ 1.0 million of cash distributions were reinvested for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.
Share Repurchase Plan
On February 24, 2015, the Company's Board of Directors approved a stock repurchase plan (the "Company Repurchase Plan") to acquire up to $ 50.0 million in the aggregate of the Company's common stock at prices at certain thresholds below the Company's net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company's behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company's common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 29, 2026, to be in effect through the earlier of April 30, 2027, unless further extended or terminated by the Company's Board of Directors, or such time as the approved $ 50.0 million repurchase amount has been fully utilized, subject to certain conditions.
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
* Weighted-average price per share
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Affiliates for the nine months ended September 30, 2026 (unaudited) and year ended December 31, 2025
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2026 (unaudited) and December 31, 2025
Exhibits 153 changes
3 unchanged paragraphs
Non-controlled, non-affiliated investments (cost of $ 1,225,055,609 489,208,158 and $ 1,425,285,902 , respectively)
Non-controlled, affiliated investments (cost of $ 102,779,649 106,815,228 and $ 101,284,695 , respectively)
Controlled investments (cost of $ 108,344,630 97,344,630 and $ 151,475,599 , respectively)
Total investments (cost of $ 1,436,179,888 693,368,016 and $ 1,678,046,196 , respectively)
5 unchanged paragraphs
Debt (net of deferred issuance costs of $ 6,408,756 3,431,843 and $ 5,299,866 , respectively)
6 unchanged paragraphs
Common stock, $ 0.001 par value; 200,000,000 shares authorized, 83,902,775 and 84,564,578 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively
7 unchanged paragraphs
Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
23 unchanged paragraphs
Non-controlled, affiliated investments
27 unchanged paragraphs
Net investment income
Net realized and unrealized gain (loss)
Realized loss on extinguishment of debt
Dividends paid to shareholders
Balance at September 30, 2026
11 unchanged paragraphs
Repurchase of common stock
Net investment income
Net realized and unrealized gain (loss)
Dividends paid to shareholders
Balance at September 30, 2025
3 unchanged paragraphs
Six Months Ended June 30,
Nine Months Ended September 30,
1 unchanged paragraph
Net increase (decrease) in net assets resulting from operations ( 14,552,100 81,305,680
3 unchanged paragraphs
Change in net unrealized (appreciation) depreciation of investments ( 52,405,373 146,531,210
7 unchanged paragraphs
Decrease (increase) in interest, dividends and fees receivable ( 3,006,670 ( 1,786,299 4,195,917
8 unchanged paragraphs
Increase (decrease) in accrued expenses and other liabilities ( 312,467
14 unchanged paragraphs
Non-cash operating and financing activities in connection with the Continuation Vehicle Transaction
Deconsolidation of investments, net of cash
Deconsolidation of secured notes
5 unchanged paragraphs
2.75 % Cash + 2.75 % PIK
18 unchanged paragraphs
Porcelain Acquisition Corporation (Paramount)
First Lien Term Loan
2.78 % Cash + 3.32 % PIK
2 unchanged paragraphs
Pico Quantitative Trading, LLC
First Lien Term Loan
Pico Quantitative Trading, LLC
First Lien Incremental Term Loan
7 unchanged paragraphs
Kellermeyer Bergensons Services, LLC
First Lien Term Loan
Kellermeyer Bergensons Services, LLC
First Lien Term Loan
7 unchanged paragraphs
Thermostat Purchaser III, Inc. (Reedy Industries)
Second Lien Term Loan
13 unchanged paragraphs
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
7 unchanged paragraphs
Titan Home Improvement, LLC (Renuity)
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
14 unchanged paragraphs
6.25 % Cash + 2.00 % PIK
2 unchanged paragraphs
6.25 % Cash + 2.00 % PIK
14 unchanged paragraphs
4.50 4.25 % Cash + 2.00 % PIK
1 unchanged paragraph
Fusion Holding Corp. (Finalsite)
First Lien Term Loan
9 unchanged paragraphs
0.53 % Cash + 8.47 % PIK
0.51 % Cash + 8.49 % PIK
2 unchanged paragraphs
0.53 % Cash + 8.47 % PIK
0.51 % Cash + 8.49 % PIK
11 unchanged paragraphs
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
9 unchanged paragraphs
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
7 unchanged paragraphs
First Lien Delayed Draw Term Loan
1 unchanged paragraph
Spark Buyer, LLC (Sparkstone)
3 unchanged paragraphs
First Lien Term Loan
3 unchanged paragraphs
Gainwell Acquisition Corp.
Second Lien Term Loan
28 unchanged paragraphs
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
14 unchanged paragraphs
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
Debt Investments (continued)
12 unchanged paragraphs
First Lien Delayed Draw Term Loan ( 7.0 % Exit Fee)
3.00 % Cash + 5.00 % PIK
First Lien PIK Term Loan
17 unchanged paragraphs
First Lien Delayed Draw Term Loan
5 unchanged paragraphs
17 unchanged paragraphs
17 unchanged paragraphs
14 unchanged paragraphs
2 unchanged paragraphs
5 unchanged paragraphs
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18 unchanged paragraphs
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36 unchanged paragraphs
6 unchanged paragraphs
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and 73 more changes in the filing
Note 1: Organization and Nature of Operations 1 change
1 unchanged paragraph
Investment operations are conducted through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company ("TCPC Funding"), TCPC Funding II, LLC, a Delaware limited liability company ("TCPC Funding II"), TCPC SPV, LP (formerly, TCPC SBIC, LP), a Delaware limited partnership (the "SBIC"), and BCIC Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of SVCP ("Merger Sub"). BlackRock DLF-C 2026, LLC, a Delaware limited liability company and wholly-owned subsidiary of SVCP ("CLO Retention Holder"), and BlackRock DLF 2026-C CLO, LLC, a Delaware limited liability company and wholly-owned subsidiary of CLO Retention Holder ("CLO Issuer"). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the "SBA") to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements include the accounts of the Company, SVCP (including effective from the closing (the "Closing") of the Merger (as defined below) on March 18, 2024, the consolidated accounts of Merger Sub), TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.
5 unchanged paragraphs
Note 1: Organization and Nature of Operations — (continued) 3 changes
On May 27, 2026, the Company completed a collateralized loan obligation transaction involving approximately $ 535.8 million of debt and equity interests secured by a portfolio of middle-market loans through BlackRock DLF 2026-C CLO, LLC (the "CLO Issuer") ( (the "CLO Transaction" ). In connection with the CLO Transaction, the CLO Issuer issued multiple classes of senior secured floating rate notes maturing in 2034. Prior to the Continuation Vehicle Transaction (as defined below), SVCP owned 100 % of the limited liability company through interests in BlackRock DLF-C 2026, LLC (the "CLO Retention Holder"), has which retained all interests in the CLO Issuer. .
On August 4, 2026, SVCP sold 95 % of the limited liability company interests in the CLO Retention Holder to a group of investment funds and accounts managed by Pantheon Ventures (US) LP, and retained the remaining 5 % interest (the "Continuation Vehicle Transaction"). See Note 13, "CLO Transaction and Continuation Vehicle Transaction."
On August 6, 2026, the Company announced that its Board of Directors had engaged Keefe, Bruyette & Woods, a Stifel company, to consider strategic alternatives to maximize shareholder value. These could include, but are not limited to, using newly available leverage capacity to reinvest in the portfolio and/or return capital to shareholders through share repurchases, pursuing potential strategic combinations in the public or private markets, completing an orderly realization of portfolio assets, or some combination thereof. There is no guarantee the Company will pursue any of the foregoing or, that if it seeks to do so, will be successful in achieving any desired outcome.
Note 2: Summary of Significant Accounting Policies 3 changes
6 unchanged paragraphs
Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5 % of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee").
Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee's valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information as of the balance sheet date and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the
All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Valuation Designee which in the aggregate comprise less than 5 % of the assets of the Company, and investments valued using net asset value ("NAV") per share (or its equivalent) as a practical expedient for fair value. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation. Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.
1 unchanged paragraph
Note 2: Summary of Significant Accounting Policies — (continued) 18 changes
Investment Transactions
Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.
Cash and Cash Equivalents
Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. At June 30, 2026 , included in cash and cash equivalents was $ 150.4 million ( 27.2 % of net assets) held in the JPMorgan U.S. Government Money Market Fund with a 7-day yield of 3.54 % and $ 0.6 million ( 0.1 % of net assets) held in the Allspring Government Money Market Fund with a 7- day yield of 3.51 % . At December 31, 2025, included in cash and cash equivalents was $ 3.8 million ( 0.6 % of net assets) held in the JPMorgan U.S. Government Money Market Fund with a 7-day yield of 3.66 % and $ 47.6 million ( 8.0 % of net assets) held in the Allspring Government Money Market Fund with a 7- day yield of 3.65 % . There was no restricted cash at June 30, 2026 and December 31, 2025 .
Restricted Investments
The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.
Foreign Currency Investments
The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.5 % and 0.4 % of total investments at June 30, 2026 and December 31, 2025, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at June 30, 2026 and December 31, 2025 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.
Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.
In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to pledge assets as collateral to secure its obligations.
Deferred Debt Issuance Costs
Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan's amortized cost, the excess principal payments are recorded as interest income.
Debt investments are generally placed on non-accrual status when it is probable that principal or interest will not be collected according to the contractual terms. When a debt investment is placed on non-accrual status, accrued and unpaid interest (including any accrued payment-in-kind ("PIK") interest) is generally reversed, and discount accretion or premium amortization is discontinued. The Company does not reverse previously capitalized PIK income. Payments received on non-accrual investments may either be recognized as income or applied to principal depending upon the Company's judgment regarding collectability of the outstanding principal and interest. Non-accrual investments are restored to accrual status if past due principal and interest are paid or, in the Company's judgment, the repayment of the remaining contractual principal and interest is expected. The Company may opt not to place a distressed debt investment on non-accrual status if principal and interest are secured through sufficient collateral value and are in the process of collection through legal actions or other efforts that are expected to result in repayment of principal and interest.
Significant Subsidiaries
In accordance with Rules 3-09 and 4-08(g) of Regulation S-X ("Rule 3-09" and "Rule 4-08(g)," respectively), the Company must determine which of its unconsolidated controlled portfolio companies are considered "significant subsidiaries," if any. In evaluating these investments, Rule 1-02(w)(2) of Regulation S-X stipulates two tests to be utilized by a business development company to determine if any of its controlled investments are considered significant subsidiaries for financial reporting purposes: the investment test and the income test. Rule 3-09 requires separate audited financial statements of an unconsolidated majority owned subsidiary in an annual report if any of the tests exceed the thresholds noted in Rule 1-02(w)(2), whereas Rule 4-08(g) only requires summarized financial information in an annual/quarterly report if the thresholds are exceeded. No controlled investments were considered significant subsidiaries as of September 30, 2026 and December 31, 2025.
The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to RICs, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income or loss of SVCP (including effective from the Closing, the consolidated income or loss of Merger Sub), TCPC Funding, TCPC Funding II and the SBIC is reported in the respective members' or partners' income tax returns, as applicable. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the
1 unchanged paragraph
Note 3: Management Fees, Incentive Fees and Other Expenses 4 changes
2 unchanged paragraphs
In connection with the Merger, the Company and the Advisor entered into an amended and restated investment advisory agreement (the "Amended and Restated Investment Advisory Agreement") that became effective at the Closing, pursuant to which the Advisor reduced its base management fee rate for managing the Company from 1.50 % to 1.25 % on assets equal to or below 200 % of the net asset value of the Company with no change to the basis of calculation. Prior to the Closing, the Advisor's base management fee rate for managing the Company was 1.50 % on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200 % of the net asset value of the Company remains 1.00 %. The base management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears. On February 24, 2025, the Advisor voluntarily agreed to waive one third of its management fee for each of the first three quarters of 2025, starting on January 1, 2025 and ending on September 30, 2025. On January 22, 2026, the Advisor approved a one-time waiver to waive one third of its management fee for the fourth quarter of 2025. For the year ended December 31, 2025, the Advisor waived $ 7.3 million in management fees.
In connection with the Merger, the Company also entered into a fee waiver agreement with the Advisor (the "Fee Waiver Agreement"). The Fee Waiver Agreement provides that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $ 0.32 per share in any of the first four (4) fiscal quarters ending after the Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). No advisory fee waiver was required for the four (4) fiscal quarters following the Closing pursuant to the Fee Waiver Agreement. The Fee Waiver Agreement is not applicable to the periods after December 31, 2024.
In recognition of the reduction in assets resulting from the Continuation Vehicle Transaction during the three months ended September 30, 2026, the Advisor reduced its management fee to reflect the Company's revised asset base following the Continuation Vehicle Transaction, resulting in an approximately $ 1.2 million reduction in management fees for the quarter.
Incentive compensation is only incurred to the extent the Company's cumulative total return (after incentive compensation) exceeds a 7 % annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5 % on income since the fee reduction on February 8, 2019 and 20 % previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. As of September 30, 2026, the Company's cumulative total return did not exceed the total return hurdle and, as a result, no incentive compensation was accrued for the three and nine months ended September 30, 2026.
1 unchanged paragraph
Note 3: Management Fees, Incentive Fees and Other Expenses — (continued) 4 changes
management fee rate on assets that exceed 200 % of the net asset value of the Company remains 1.00 %. The base management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears. On February 24, 2025, the Advisor voluntarily agreed to waive one third of its management fee for each of the first three quarters of 2025, starting on January 1, 2025 and ending on September 30, 2025. On January 22, 2026, the Advisor approved a one-time waiver to waive one third of its management fee for the fourth quarter of 2025. For the year ended December 31, 2025, the Advisor waived $ 7.3 million in management fees.
In connection with the Merger, the Company also entered into a fee waiver agreement with the Advisor (the "Fee Waiver Agreement"). The Fee Waiver Agreement provides that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $ 0.32 per share in any of the first four (4) fiscal quarters ending after the Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). No advisory fee waiver was required for the four (4) fiscal quarters following the Closing pursuant to the Fee Waiver Agreement. The Fee Waiver Agreement is not applicable to the periods after December 31, 2024.
Incentive compensation is only incurred to the extent the Company's cumulative total return (after incentive compensation) exceeds a 7 % annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5 % on income since the fee reduction on February 8, 2019 and 20 % previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. As of June 30, 2026, the Company's cumulative total return did not exceed the total return hurdle and, as a result, no incentive compensation was accrued for the three and six months ended June 30, 2026.
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A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of June September 30, 2026 and December 31, 2025 , no such reserve was accrued.
1 unchanged paragraph
Note 4: Debt 10 changes
Debt is comprised of unsecured notes due May 2029 issued by the Company (the "2029 Notes") and the amounts outstanding under a senior secured revolving credit facility originally entered into by BCIC and assumed by Merger Sub ("Merger Sub Facility"). Prior to being repaid or assumed, debt included $ 325.0 million in unsecured notes due February 2026 (the "2026 Notes") which were repaid on February 9, 2026 , $ 92.0 million in unsecured notes which were due December 2025 originally issued by BCIC and assumed by Merger Sub (the "2025 Notes") which were repaid on July 31, 2025 , $ 100.0 million under a Funding II senior secured revolving credit facility ("Funding Facility II") which was paid off on May 27, 2026, $ 107.2 million in debentures guaranteed by the SBA (the "SBA Debentures") which were paid off on June 17, 2026, $ 120.0 million under a senior secured revolving, multi-currency credit facility entered into by SVCP (the "Operating Facility") which was paid off on August 3, 2026, and $ 405.4 million in notes offered in the CLO Transaction that closed on May 27, 2026 (the "Secured Notes"), which were assumed by the CLO Retention Holder on August 4, 2026.
Total debt outstanding and available at September 30, 2026 was as follows:
Merger Sub Facility (2)
2029 Notes ($ 325 million par)
Unamortized issuance costs
Debt, net of unamortized issuance costs
(1) Except for the 2029 Notes, all carrying values are the same as the principal amounts outstanding.
(2) Debt assumed by the Company as a result of the Merger with BCIC.
(3) The applicable margin for SOFR-based borrowings, EURIBOR-based borrowings and CORRA-based borrowings could be either 1.75 % or 2.00 % depending on a ratio of the borrowing base to certain committed indebtedness. If Merger Sub elects to borrow based on the alternate base rate, the applicable margin could be either 0.75 % or 1.00 % depending on a ratio of the borrowing base to certain committed indebtedness. As of September 30, 2026 , $ 0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.10 %. $ 2.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00 %. $ 4.0 million of the outstanding amount bore interest at a rate of CORRA + 2.00 % with a credit adjustment of 0.30 %.
(4) Merger Sub Facility includes a $ 60.0 million accordion which allows for expansion of the facility to up to $ 325.0 million subject to consent from the lender and other customary conditions.
1 unchanged paragraph
Note 4: Debt — (continued) 17 changes
On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026 , (ii) change the interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75 % or 2.00 %, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either 0.75 % or 1.00 % depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50 % per annum to 0.375 % per annum. Undrawn portions of the Operating Facility below the minimum utilization amount continued to accrue commitment fees at a rate of 0.50 % per annum until March 1, 2022, the date on which the March 2022 Convertible Notes were terminated in full, after which time they accrue at a rate of 2.00 % per annum.
On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of 0.11 %, plus a margin equal to either 1.75 % or 2.00 %, depending on a ratio of the borrowing base to the facility commitments.
On August 1, 2024, the Operating Facility was amended to (i) extend the expiration date of the Operating Facility and the maturity date with respect to loans made thereunder from May 6, 2025 and May 6, 2026 to August 1, 2028 and August 1, 2029 , respectively, (ii) delete references to the 2022 Notes, (iii) remove certain borrowing base restrictions, (iv) lower the SOFR credit spread adjustment to 0.10 % for one month contracts and 0.15 % for three month contracts, respectively, (v) update the minimum amount of stockholder's equity figure, (vi) update the "change in control" provisions to account for personnel changes and structuring variations and (vii) update certain mechanical/administrative provisions, including provisions for replacing CDOR and other reference rates. The Operating Facility may be terminated, and any outstanding amounts there under may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of June 30, 2026, SVCP was in full compliance with such covenants.
Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $ 200.0 million, subject to certain collateral and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $ 250.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility.
Borrowings under Funding Facility II bore interest at a rate of LIBOR plus 2.00 % per annum, subject to certain funding requirements, plus a 0.35 % fee on drawn amounts and an agency fee of 0.15 % per annum on the facility. The facility also accrued commitment fees of 0.35 % per annum on the unused portion of the facility.
Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15 %, plus a margin of 2.00 % per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35 % fee on drawn amounts and an agency fee of 0.15 % per annum on the facility. The facility also accrues commitment fees of 0.35 % per annum on the unused portion of the facility.
On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027 , and updated interest to a rate of SOFR plus a credit spread adjustment of 0.15 %, plus a margin of 2.05 %. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. On July 31, 2025, the Funding Facility II was amended to extend the revolving period from August 4,
2025 to July 31, 2027 and the stated maturity date from August 4, 2027 to July 31, 2029 and updated interest to a rate of SOFR plus a margin of 2.00 %.
In connection with the CLO Transaction, on May 27, 2026, the proceeds from the issuance of all the Secured Notes and the LLC interests were used to prepay and terminate the Funding Facility II.
On March 18, 2024, Merger Sub entered into an assumption agreement (the "Credit Assumption Agreement"), effective as of the Closing. The Credit Assumption Agreement relates to Merger Sub's assumption of that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, originally entered into on February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, April 26, 2023 and September 6, 2023 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Merger Sub Facility"), by and among
On August 23, 2019, the Company issued $ 150.0 million of unsecured notes (the "2024 Notes"). On November 26, 2019, the Company issued an additional $ 50.0 million of the 2024 Notes and on October 2, 2020, the Company issued an additional $ 50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $ 250.0 million. The 2024 Notes were issued at a discount to the principal amount and bore interest at an annual rate of 3.900 %, payable semi-annually . On August 23, 2024, the 2024 Notes matured and all principal was repaid.
On February 9, 2021, the Company issued $ 175.0 million of unsecured notes that were to mature on February 9, 2026 , unless previously repurchased or redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an additional $ 150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $ 325.0 million. The 2026 Notes bore interest at an annual rate of 2.850 %, payable semi-annually , and all principal was due upon maturity. The 2026 Notes were redeemable in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and any accrued and unpaid interest. On February 9, 2026, the 2026 Notes matured and the Company repaid $ 325.0 million of principal amount at par plus the accrued and unpaid interest.
On March 18, 2024, Merger Sub entered into an assumption agreement (the "Note Assumption Agreement"), effective as of the Closing. The Note Assumption Agreement related to Merger Sub's assumption of (a) $ 35.0 million aggregate principal amount of BCIC's 6.85 % Series 2022A Senior Notes, Tranche A, due December 9, 2025 (the "Tranche A Notes") and (b) $ 57.0 million aggregate principal amount of BCIC's Floating Rate Series 2022A Senior Notes, Tranche B due December 9, 2025 (the "Tranche B Notes" and, collectively with the Tranche A Notes, the "2025 Notes") and other obligations of BCIC under the Master Note Purchase Agreement, dated as of April 21, 2022 (as amended by the First Amendment to the Master Note Purchase Agreement, dated as of March 13, 2024 (the "First Amendment"), and as further amended, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"), among BCIC and certain institutional investors.
Pursuant to the Note Assumption Agreement, Merger Sub expressly assumed on behalf of BCIC the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement and the 2025 Notes, to be performed or observed by BCIC.
The Tranche A Notes bore interest at a fixed rate equal to 6.85 % per annum (which was increased from 5.82 % per annum effective as of the Closing) that was payable semi-annually . The Tranche B Notes bore interest at a rate equal to the SOFR plus 3.14 % that was payable quarterly. The 2025 Notes were due on December 9, 2025 unless redeemed, purchased or prepaid prior to such date by Merger Sub or its affiliates in accordance with their terms. Merger Sub could prepay the 2025 Notes at its option, subject to a prepayment premium, in an amount equal to 1 % on or before June 9, 2024, 0.5 % after June 9, 2024 but on or before June 9, 2025 and zero after June 9, 2025. In addition, Merger Sub would be obligated to offer to repay the 2025 Notes at par if certain change in control events occur.
On July 21, 2025, the Company caused notices to be issued to the holders of the 2025 Notes regarding the Company's exercise of its option to prepay $ 35.0 million in aggregate principal amount of issued and outstanding Tranche A Notes and $ 57.0 million in aggregate principal amount of issued and outstanding Tranche B Notes, which represent the entire amount of the 2025 Notes outstanding, pursuant to the terms of the Note Assumption Agreement. The Company prepaid all $ 35.0 million in aggregate principal amount of the Tranche A Notes and $ 57.0 million in aggregate principal amount of the Tranche B Notes on July 31, 2025, at 100 % of their principal amount, plus the accrued and unpaid interest thereon in accordance with the terms of the Note Assumption Agreement.
On May 30, 2024, the Company issued $ 325.0 million of unsecured notes that mature on May 30, 2029, unless previously repurchased or redeemed in accordance with their terms. The 2029 Notes were issued at a discount to the principal amount. The 2029 Notes bear interest at an annual rate of 6.95 %, payable semi-annually , and all principal is due upon maturity. The 2029 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2029 Notes, and any accrued and unpaid interest.
1 unchanged paragraph
Note 5: Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) 3 changes
Streamland Media Midco LLC
11 unchanged paragraphs
On February 3, 2026, a putative securities class action lawsuit was filed in the United States District Court for the Central District of California, captioned Burnell v. BlackRock TCP Capital Corp., et al. , Case No. 2:26-cv-01102. The complaint names the Company and certain of its current and former executive officers as defendants. The complaint purports to be brought on behalf of a class of persons who purchased or otherwise acquired the Company's securities between November 6, 2024 and January 23, 2026, and alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, based on alleged materially false and misleading statements and/or omissions concerning the Company's business, operations and financial condition. The plaintiff seeks unspecified compensatory damages, interest, attorneys' fees and costs, and other relief. On June 10, 2026, the court entered an order appointing lead plaintiffs for the putative class and approving their selection of lead counsel. On August 24, 2026, the lead plaintiffs filed a consolidated amended complaint. The Company moved to dismiss the amended complaint on October 23, 2026. The Company believes the claims are without merit and intends to defend the action vigorously. The litigation is in its early stages, and at this time the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from this matter.
Between February 24, 2026 and May 27, 2026, three purported shareholder derivative actions were filed in the United States District Court for the Central District of California, captioned Daniel Terwilliger, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al., Case No. 2:26-cv-01968 ; Bernstein & Company CPAs 401K Plan FBO Audrey Bernstein, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al. , Case No. 2:26-cv-05223; and Robert Urbani, derivatively on behalf of BlackRock TCP Capital Corp. v. Rajneesh Vig, et al. , Case No. 2:26-cv-05700. Additionally, on July 28, 2026, two purported shareholder derivative actions were filed in the Superior Court of the State of California, County of Los Angeles, captioned Anders Vinther, derivatively on behalf of BlackRock TCP Capital Corp. v. Tennenbaum Capital Partners, LLC, et al., Case No. 26STCV23786, and Robert Graham, derivatively on behalf of BlackRock TCP Capital Corp. v. Tennenbaum Capital Partners, LLC, et al., Case No. 26STCV23804. The defendants in the actions are certain current and former officers and directors of the Company. Additionally, the Vinther and Graham actions name Tennenbaum Capital Partners, LLC as a defendant. The Company is
1 unchanged paragraph
Note 6: Other Related Party Transactions 2 changes
The Company, SVCP, TCPC Funding, TCPC Funding II, SBIC, Merger Sub, CLO Retention Holder, CLO Issuer and the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At June September 30, 2026 and December 31, 2025 , no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At June September 30, 2026 and December 31, 2025, amounts reimbursable to the Advisor totaled $ 0.2 0.1 million an d $ 1.4 1.3 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.
Pursuant to an administration agreement between the Administrator and the Company (the "Administration Agreement"), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the six nine months ended June September 30, 2026 and 2025, expenses allocated pursuant to the Administration Agreement totaled $ 0.9 1.5 million and $ 1.2 1.6 million, respectively.
Note 7: Stockholders' Equity and Dividends 2 changes
In accordance with the terms of the Merger Agreement, at the Closing, each outstanding share of BCIC's common stock was converted into the right to receive 0.3834 shares (the "Exchange Ratio") of common stock, par value $ 0.001 per share of the Company (with BCIC shareholders receiving cash in lieu of fractional shares of the Company's common stock). As a result of the Merger, the Company issued 27,823,870 shares of its common stock on March 18, 2024 to former BCIC shareholders, after adjustment for BCIC shareholders receiving cash in lieu of fractional shares.
BlackRock TCP Capital Corp.
Note 7: Stockholders' Equity and Dividends — (continued) 8 changes
for such day, the midpoint of the reported bid and asked prices) plus estimated per share fees (which include any applicable brokerage commissions the Plan Administrator is required to pay) (the "Market Price") is greater than the most recently published net asset value per common stock ("NAV") (such condition referred to as a "market premium"). The number of shares of newly issued common stock to be credited to a Participant's account will be determined by dividing the dollar amount of the distribution otherwise payable to the Participant by the greater of (i) the NAV or (ii) 95 % of the Market Price on the distribution payment date.
Unless otherwise instructed by the Company at the direction of its Board of Directors, the Plan Administrator will acquire common stock on behalf of Participants through open-market purchases if, on the distribution payment date, the Market Price is less than the most recently published NAV (such condition referred to as a "market discount"). In the event of a market discount on the distribution payment date, the Plan Administrator will have until the last business day before the next date on which the common stock trades on an "ex-distribution" basis or 30 days after the distribution payment date, whichever is sooner (the "last purchase date"), to invest the distribution amount in common stock acquired in open-market purchases. If shares are purchased in the open market with respect to a distribution, the number of shares to be credited to a Participant's account shall be determined by dividing the dollar amount of the cash distribution otherwise payable to the Participant by the weighted average Market Price per share for all common stock purchased by the Plan Administrator in the open market. If the Plan Administrator is unable to invest the full distribution amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making open-market purchases and may use any uninvested portion to acquire newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the distribution payment date. If the Company instructs the Plan Administrator to purchase new shares of common stock when there is a market discount, the shares of common stock will be acquired in accordance with the same terms as outlined above when there is a market premium.
There will be no fees with respect to shares of common stock issued directly by the Company. However, each Participant will pay the per share fees (which include any applicable brokerage commissions the Plan Administrator is required to pay) incurred in connection with open-market purchases. If a shareholder has shares held by a broker, such shareholder should contact his/her broker to participate in the DRIP. For the nine months ended September 30, 2026, approximately $ 1.3 million of cash distributions were reinvested for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.
Share Repurchase Plan
On February 24, 2015, the Company's Board of Directors approved a stock repurchase plan (the "Company Repurchase Plan") to acquire up to $ 50.0 million in the aggregate of the Company's common stock at prices at certain thresholds below the Company's net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company's behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company's common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 29, 2026, to be in effect through the earlier of April 30, 2027, unless further extended or terminated by the Company's Board of Directors, or such time as the approved $ 50.0 million repurchase amount has been fully utilized, subject to certain conditions.
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the nine months ended September 30, 2026 and 2025:
Nine Months Ended September 30,
* Weighted-average price per share
1 unchanged paragraph
Note 8: Earnings Per Share 3 changes
Six Months Ended June 30,
In accordance with ASC 260, Earnings per Share , basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase (decrease) in net assets per share resulting from operations for three and six nine months ended June September 30, 2026 and 2025:
Nine Months Ended September 30,
3 unchanged paragraphs
Note 9: Subsequent Events 7 changes
On June 17, 2026, the SBIC fully repaid its outstanding SBA debentures and accrued interest totaling approximately $ 108.7 million, which had an upcoming contractual payment due on September 1, 2026. On July 22, 2026, the SBIC voluntarily surrendered its license to operate as a small business investment company. In connection with such license surrender, effective July 23, 2026, the SBIC changed its name to TCPC SPV, LP.
On August 3, 2026, the Company terminated its Operating Facility with ING. In connection with the termination, the Company repaid in full all amounts outstanding under the facility, including accrued and unpaid interest, and satisfied all related obligations. As of the termination date, no amounts remained outstanding under the facility.
On August 4, 2026, the Company, through its wholly-owned subsidiary SVCP, entered into a definitive agreement (the "Transaction Agreement") providing for the sale of 95 % of the limited liability company interests in BlackRock DLF-C 2026, LLC (the "Continuation Vehicle"), to a group of investment funds and accounts managed by Pantheon Ventures (US) LP, and retained a 5 % interest (the "Transaction"). The Transaction generated approximately $ 152 million in gross proceeds and, together with investment repayments received post June 30, 2026, is expected to reduce net leverage from 1.38x to 0.4x (with a further reduction to less than 0.3x following an already announced portfolio company paydown). 1
The Company believes the Transaction meaningfully accelerates its ongoing efforts to strengthen its financial position and reshape its investment portfolio. As a result of the Transaction, the Company will have materially lower leverage, reduced investment position sizes, and significantly enhanced investment capacity, while realizing a substantial premium relative to the value implied by the Company's current share price. The Company and its Board of Directors believe these outcomes provide substantially greater financial, investment, and operational flexibility, creating a stronger foundation from which to evaluate and pursue additional transactions or other strategic alternatives that can deliver greater long-term value to shareholders.
The purchase price for the transferred equity interest in the Continuation Vehicle was approximately $ 152 million, reflecting a sale of the Continuation Vehicle interests at approximately 95 % of their gross fair market value as of December 31, 2025, subject to certain other adjustments as set forth in the Transaction Agreement. The Company intends to apply the net proceeds from the Transaction initially to the repayment of outstanding indebtedness, the payment of transaction expenses, and for general corporate purposes. The purchase price is subject to a customary post-closing dispute resolution process with respect to its calculation. In July 2026, the Board of Directors engaged Lincoln International LLC ("Lincoln") as financial advisor to the Board of Directors in connection with the Transaction. Among other services, Lincoln rendered an opinion to the Board of Directors as to the fairness, from a financial point of view, of the consideration to be received by the Company in the Transaction. The Company incurred professional fees and other expenses associated with Lincoln's engagement.
The Company estimates that the Transaction will reduce its net asset value by approximately $ 57 million or approximately $ 0.68 per share. The estimated per-share net asset value impact is preliminary and subject to final post-closing adjustments. The Company expects that the Transaction, together with repayments on investments since June 30, 2026, will significantly reduce net leverage and ongoing investment funding commitments, providing the Company with improved financial, operational, and investment flexibility. The Company estimates that net leverage to equity will decline from 1.38x as of June 30, 2026 to approximately 0.4x pro forma for the Transaction and completed repayments, with an expected further reduction to less than 0.3x post-completion of a paydown resulting from a publicly announced portfolio company transaction. In addition, the Transaction reduces the Company's unfunded investment commitments from approximately $ 90 million down to approximately $ 36 million.
On November 5, 2026, the Company's Board of Directors declared a fourth quarter dividend of $ 0.17 per share, payable on December 31, 2026 to shareholders of record as of the close of business on December 17, 2026 .
1 unchanged paragraph
Note 10: Financial Highlights 3 changes
Six Months Ended June 30,
Nine Months Ended September 30,
28 unchanged paragraphs
(5) Annualized, except for incentive compensation. fee, if any.
1 unchanged paragraph
Note 11: Senior Securities 11 changes
Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended June September 30, 2026.
2 unchanged paragraphs
As of June September 30, 2026 (Unaudited)
As of June September 30, 2026 (Unaudited)
As of June September 30, 2026 (Unaudited)
As of June September 30, 2026 (Unaudited)
As of June September 30, 2026 (Unaudited)
1 unchanged paragraph
2022 Convertible Notes
As of June 30, 2026 (Unaudited)
BlackRock TCP Capital Corp.
As of June September 30, 2026 (Unaudited)
<span style="font-kerning:
Unchanged: MD&A, Market risk, Controls and procedures, Other information, Legal proceedings, Risk factors, Unregistered sales of stock, Defaults on senior securities, Mine Safety Disclosures
Only in the earlier filing: Note 9: Subsequent Events — (continued), Note 11: Senior Securities — (continued)
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- For the quarter ended September 30, 2026, BlackRock TCP Capital Corp. reported: Net income -$66.8 million.
From the filing
Item 6.
Item 6.
Exhibits
87
1
Table of Contents
BlackRock TCP Capital Corp.
Consolidated Statements o f Assets and Liabilities
(unaudited)
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $ 489,208,158 and $ 1,425,285,902 , respectively)
$
404,445,346
$
1,360,801,852
Non-controlled, affiliated investments (cost of $ 106,815,228 and $ 101,284,695 , respectively)
34,319,580
34,821,907
Controlled investments (cost of $ 97,344,630 and $ 151,475,599 , respectively)
104,769,514
137,678,713
Total investments (cost of $ 693,368,016 and $ 1,678,046,196 , respectively)
543,534,440
1,533,302,472
Cash and cash equivalents
253,136,577
61,075,494
Interest, dividends and fees receivable
7,030,615
21,495,630
Deferred debt issuance costs
1,192,859
5,123,425
Receivable for investments sold
—
26,313,406
Prepaid expenses and other assets
11,583,328
3,050,038
Total assets
816,477,819
1,650,360,465
Liabilities
Debt (net of deferred issuance costs of $ 3,431,843 and $ 5,299,866 , respectively)
326,378,211
1,035,542,837
Interest and debt related payables
7,550,864
7,245,830
Management fees payable
3,018,684
3,393,322
Reimbursements due to the Advisor
119,546
1,272,082
Accrued expenses and other liabilities
8,420,739
4,893,197
Total liabilities
345,488,044
1,052,347,268
Commitments and contingencies (Note 5)
Net assets
$
470,989,775
$
598,013,197
Composition of net assets applicable to common shareholders
Common stock, $ 0.001 par value; 200,000,000 shares authorized, 83,902,775 and 84,564,578 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively
$
83,902
$
84,564
Paid-in capital in excess of par
1,727,427,570
1,730,298,757
Distributable earnings (loss)
( 1,256,521,697
)
( 1,132,370,124
)
Total net assets
470,989,775
598,013,197
Total liabilities and net assets
$
816,477,819
$
1,650,360,465
Net assets per share
$
5.61
$
7.07
See accompanying notes to the consolidated financial statements.
2
Table of Contents
BlackRock TCP Capital Corp.
Consolidated Sta tements of Operations (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments
$
22,865,072
$
40,969,242
$
90,405,839
$
126,035,196
Non-controlled, affiliated investments
404,875
912,871
1,310,320
1,589,518
Controlled investments
1,638,983
2,258,585
5,545,030
6,838,396
PIK interest income:
Non-controlled, non-affiliated investments
2,192,369
3,346,311
7,658,003
14,584,650
Non-controlled, affiliated investments
321,969
1,011,878
1,070,670
1,011,878
Controlled investments
—
415,661
415,331
1,491,424
Dividend income:
Non-controlled, non-affiliated investments
524,351
463,624
1,527,627
1,349,150
Non-controlled, affiliated investments
—
221,500
—
1,444,050
Controlled investments
524,352
913,861
3,138,642
3,521,218
Other income:
Non-controlled, non-affiliated investments
10,913
2,244
16,790
4,209
Total investment income
28,482,884
50,515,777
111,088,252
157,869,689
Operating expenses
Interest and other debt expenses
9,404,908
16,816,947
40,448,923
50,989,413
Management fees
3,018,683
5,544,927
11,910,234
16,489,889
Professional fees
1,060,286
825,189
3,303,473
2,640,088
Administrative expenses
596,023
414,900
1,505,756
1,566,294
Insurance expense
364,501
215,873
785,884
652,799
Director fees
212,500
182,500
587,500
567,500
Custody fees
51,608
91,880
217,807
276,413
Other operating expenses
408,793
990,597
2,343,820
3,105,305
Total operating expenses, before management fee waiver
15,117,302
25,082,813
61,103,397
76,287,701
Management fee waiver (Note 3)
—
( 1,848,309
)
—
( 5,496,629
)
Total operating expenses, after management fee waiver
15,117,302
23,234,504
61,103,397
70,791,072
Net investment income
13,365,582
27,281,273
49,984,855
87,078,617
Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments
( 73,407,438
)
( 77,727,536
)
( 99,459,827
)
( 184,932,758
)
Non-controlled, affiliated investments
( 1,971,183
)
( 4,097,709
)
( 1,971,183
)
( 4,097,709
)
Controlled investments
907,653
( 15,212,153
)
( 20,524,717
)
( 15,212,153
)
Interest Rate Swap
—
—
—
( 9,491
)
Net realized gain (loss)
( 74,470,968
)
( 97,037,398
)
( 121,955,727
)
( 204,252,111
)
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments
( 3,138,716
)
79,382,048
( 20,217,921
)
146,250,740
Non-controlled, affiliated investments
( 1,975,215
)
915,853
( 6,119,125
)
( 1,366,401
)
Controlled investments
787,913
13,827,936
21,221,769
1,656,187
Interest Rate Swap
—
—
—
( 9,316
)
Net change in unrealized appreciation (depreciation)
( 4,326,018
)
94,125,837
( 5,115,277
)
146,531,210
Net realized and unrealized gain (loss)
( 78,796,986
)
( 2,911,561
)
( 127,071,004
)
( 57,720,901
)
Realized loss on extinguishment of debt
( 1,322,176
)
—
( 4,219,531
)
—
Net increase (decrease) in net assets resulting from operations
$
( 66,753,580
)
$
24,369,712
$
( 81,305,680
)
$
29,357,716
Basic and diluted earnings (loss) per share
$
( 0.80
)
$
0.29
$
( 0.97
)
$
0.35
Basic and diluted weighted average common shares outstanding
83,902,775
85,034,351
84,049,474
85,051,475
See accompanying notes to the consolidated financial statements.
3
Table of Contents
BlackRock TCP Capital Corp.
Consolidated Statements of Changes in Net Assets (Unaudited)
Common Stock
Shares
Par Amount
Paid in Capital in Excess of Par
Distributable
Earnings (Loss)
Total Net
Assets
Balance at December 31, 2025
84,564,578
$
84,564
$
1,730,298,757
$
( 1,132,370,124
)
$
598,013,197
Repurchase of common stock
( 505,433
)
( 506
)
( 2,280,841
)
—
( 2,281,347
)
Net investment income
—
—
—
18,476,895
18,476,895
Net realized and unrealized gain (loss)
—
—
—
( 34,778,783
)
( 34,778,783
)
Dividends paid to shareholders
—
—
—
( 14,318,949
)
( 14,318,949
)
Balance at March 31, 2026
84,059,145
$
84,058
$
1,728,017,916
$
