DEF 14A of BlackRock TCP Capital Corp., Apr 9, 2026

DEF 14A of BlackRock TCP Capital Corp.

Filed Apr 9, 20260001193125-26-149735

Open on EDGAR

  1. Proposal: Election of Directors

    Proposal: Election of Directors Pursuant to our certificate of incorporation and bylaws our Board of Directors may change the number of Directors constituting the Board of Directors, provided that the number thereof will never be less than two nor more than nine. We currently have six Directors on our Board of Directors, all of which are standing for election this year. If any Director is unavailable for re-election at the time of the Annual Meeting, the persons named as proxies will vote for such substitute nominee(s) as the Company’s Governance and Compensation Committee may select. Each Director nominee elected at the Annual Meeting will serve until the later of the date of our 2027 Annual Meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal. A stockholder can vote for or withhold his or her vote from any nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If a nominee should decline or be unable to serve as a Director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board of Directors as a replacement. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve, and each such person has consented to being named in this Proxy Statement and to serve if elected. The Board of Directors recommends that you vote FOR the election of the nominees named in this Proxy Statement.

  2. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    INFORMATION ABOUT THE NOMINEES AND DIRECTORS Certain information with respect to the nominees for election at the Annual Meeting and the Directors is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became a Director. The 1940 Act and the NASDAQ rules require that our Board of Directors consist of at least a majority of independent directors. Under the 1940 Act, in order for a Director to be deemed independent, he or she, among other things, generally must not: own, control or hold power to vote, 5% or more of the voting securities of, or control the Company or an investment advisor or principal underwriter to the Company; be an officer, director or employee of the Company or of an investment advisor or principal underwriter to the Company; be a member of the immediate family of any of the foregoing persons; knowingly have a direct or indirect beneficial interest in, or be designated as an executor, guardian or trustee of an interest in, any security issued by an investment advisor or principal underwriter to the Company or any parent company thereof; be a partner or employee of any firm that has acted as legal counsel to the Company or an investment advisor or principal underwriter to the Company during the last two years; or have certain relationships with a broker-dealer or other person that has engaged in agency transactions, principal transactions with, lent money or other property to, or distributed shares on behalf of, the Company. Under NASDAQ rules, in order for a Director to be deemed independent, the Company’s Board of Directors must determine that the individual does not have a relationship that would interfere with the Director’s exercise of independent judgment in carrying out his or her responsibilities. The Board of Directors, in connection with the 1940 Act and NASDAQ rules, as applicable, has considered the independence of members of the Board of Directors who are not employed by the Advisor and has concluded that John R. Baron, Eric J. Draut, Karen L. Leets, Andrea L. Petro, and Maureen K. Usifer (the “Independent Directors”) are not “interested persons” as defined by the 1940 Act and therefore qualify as independent directors under the standards promulgated by the 1940 Act and the NASDAQ rules. In reaching this conclusion, the Board of Directors concluded that Mses. Leets, Petro and Usifer and Messrs. Baron and Draut had no relationships with the Advisor or any of its affiliates, other than their positions as Directors of the Company, directors/trustees of business development companies managed by the Investment Manager, and other than, if applicable, investments in us or other private funds managed by the Advisor that are on the same terms as those of other stockholders and investors. Each Director nominee has been nominated for election as a Director to serve until the 2027 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies. None of the Independent Directors has been proposed for election pursuant to any agreement or understanding with any other Director or the Company. The Company is party to an investment advisory agreement with the Advisor. Mr. Tseng is employed by the Advisor. In addition, pursuant to the terms of an administration agreement, the Administrator provides, or arranges to provide, the Company with the office facilities and administrative services necessary to conduct our day-to-day operations. The Administrator is controlled by the Advisor and its affiliates.

  3. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Biographical Information | | | | | | | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees | | | | | | | John R. Baron 2951 28th Street, Suite 1000, Santa Monica, | Director; Audit Committee Member, Governance and Compensation Committee Member | 2026; 2024 to present | Since March 2024, Mr. Baron Mr. Baron has been a Director of the Company and is a member of the Company’s Audit Committee, a member of the Governance and Compensation Committee, and a | 1 BDC consisting of 1 Portfolio. | None. |

  4. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | California 90405 | and Joint Transactions Committee Member | | member of the Joint Transactions Committee. Until its merger with and into a wholly-owned subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. | | | | Year of birth: 1957 | | | Mr. Baron has served in several senior management positions, including the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm focused on investments in middle market companies. Prior to joining Crystal Ridge Partners, Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm, and its predecessors. Prior to joining the private equity unit in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors. Mr. Baron was a senior level banker responsible for managing middle market regional offices of Manufactures Hanover Trust Co. and Chemical Bank. Mr. Baron is currently an owner and director of BI Aero LLC, a global aerospace parts business. In addition, he serves as an advisory board member to Compass Cryogenics, LLC, a gas testing service provider to hospitals and surgical centers. Mr. Baron is also an owner and director of Open Water Brands, a fishing products manufacturer. From 2000-2021, Mr. Baron was an owner and director of Big Rock Sports, a leading distributor and manufacturer of hunting and fishing equipment in North America. . From 2008 to 2019, Mr. Baron was an owner and director of Bronco Manufacturing, a manufacturer of parts for oil and gas drillings rigs primarily in North America, Europe, and the Middle East. | | |

  5. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | Eric J. Draut 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1957 | Lead Independent Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | 2026; 2011 to present | From 2011 to present, Mr. Draut has been a Director of the Company. Since 2021, Mr. Draut has served as Lead Independent Director and as a member of the Company’s Audit Committee, a member of the Governance and Compensation Committee, and a member of the Joint Transactions Committee. From 2020 to present, Mr. Draut has been a Director of BlackRock Direct Lending Corp., and from 2022 to present, Mr. Draut has been a Trustee of BlackRock Private Credit Fund. Mr. Draut is the Vice-Chair of the Board and the Chair of the Audit Committee of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company. From August 2022 until December 2025, Mr. Draut served as a trustee of the ELCA Foundation. In February 2015, Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as Chair of the Board. From 2008 to 2010 and again from 2014 to 2017, Mr. Draut was Chairman of the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut was Executive Chairman and, in 2017, became chairman emeritus, of the Board of Lutheran Social Services of Illinois. | 3 BDCs consisting of 3 Portfolios. | None. | | Karen L. Leets 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1956 | Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | 2026; October 2022 to present | From October 2022 to present, Ms. Leets has been a Director and a member of the Company’s Audit Committee, a member of the Governance and Compensation Committee, and a member of the Joint Transactions Committee. From 2023 to present, Ms. Leets has also served as a Director of BlackRock Direct Lending Corp. From 2019 to March 2026, Ms. Leets served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant | 2 BDCs consisting of 2 Portfolios. | None. |

  6. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | | | | Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business. | | | | Andrea L. Petro 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1952 | Director, Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member | 2026; August 4, 2020 to present | From 2020 to present, Ms. Petro has been a Director of the Company and a member of the Audit Committee, the Governance and Compensation Committee and the Joint Transactions Committee. From March 2024 to present, Ms. Petro has been Chair of the Governance and Compensation Committee. Ms. Petro also serves as a Trustee and Chair of the Governance and Compensation Committee of BlackRock Private Credit Fund. From November 2024 to present, Ms. Petro has served as a Senior Advisor to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served as a Director of Ready Capital Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the Specialty Commercial Finance Group of Waterfall Asset Management. Ms. Petro served as a consultant for Waterfall Asset Management from March 2020 through February 2023. Ms. Petro previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the | 2 BDCs consisting of 2 Portfolios. | None. |

  7. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | | | | Lender Finance Division and Supply Chain Finance Division. Ms. Petro also served as a member of the MS Finance Advisory Board of the McCombs School of Business at the University of Texas at Austin from December 2015 to December 2025. She also served as the President of the Commercial Finance Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. | | | | Maureen K. Usifer 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1960 | Director; Audit Committee Chair; Governance and Compensation Committee Member and Joint Transactions Committee Member | 2026; 2024 to present | From 2024 to present, Ms. Usifer has served as a Director of the Company, Chair of the Audit Committee, a member of the Governance and Compensation Committee and a member of the Joint Transactions Committee. Ms. Usifer also serves as Trustee and Chair of the Audit Committee of BlackRock Private Credit Fund and a Director and Chair of the Audit Committee of BlackRock Direct Lending Corp. From 2005 until its merger with and into a wholly-owned subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation. From 2024 to present, Ms. Usifer has served as a Director for Charlotte’s Web. From 2021 to present, Ms. Usifer has served as a Director for PC Construction. Since 2018, Ms. Usifer has been a Director of Liberty All Star Funds. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory board appointed by the Governor in Vermont responsible for approving hospital budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various roles with Church & Dwight Co., Inc. (“Church & Dwight”), a | 3 BDCs consisting of 3 Portfolios. | Ms. Usifer currently serves as a Director of Liberty All Star Funds and serves as chair of the audit committee. Ms. Usifer also serves as a Director of Charlotte’s Web and serves as chair of the audit committee. |

  8. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | | | | major producer of baking soda and consumer products. Ms. Usifer served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at Church & Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. | | | | Philip Tseng 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1976 | Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer | 2026; 2021 to present (Director; Chair of the Board, Chief Executive Officer and Co- Chief Investment Officer since 2024); 2021 to 2024 (President) | Mr. Tseng is the Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer of the Company. Mr. Tseng is a senior member of the investment team within BlackRock’s Private Financing Solutions (PFS) platform, where he leads BlackRock’s U.S. core middle market direct lending strategy. In this capacity, Mr. Tseng is responsible for oversight of the strategy’s investment process and plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. Mr. Tseng also serves as the Chairman, CEO and Co-CIO of BlackRock Private Credit Fund and BlackRock Direct Lending Corp. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners, LLC, where he was also a member of the Management Committee. Prior to joining Tennenbaum Capital Partners, LLC, Mr. Tseng was a member of the Credit Suisse First Boston technology investment banking group focusing on technology and business services. While at CSFB, he advised on and executed M&A, public and private equity and structured debt transactions for a broad range of small and large cap companies. He also spent time covering technology services companies as an equity research analyst. Prior to that, he spent time in investment banking at Deutsche Banc Alex Brown. | 3 BDCs consisting of 3 Portfolios. | None. |

  9. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees - (Continued) | | | | | | | | | | Mr. Tseng holds an M.B.A. from Harvard Business School and a B.A. (honors) in Economics from Harvard College. | | | | Officers Who Are Not Directors | | | | | | | Jason Mehring 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 | President | N/A; 2024 to present | Mr. Mehring is the President of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Mehring is a senior member of the investment team within BlackRock’s Private Financing Solutions (PFS) platform. Mr. Mehring plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. Mr. Mehring has over 30 years’ experience in middle market investing including his 20 years’ experience with the BlackRock team, joining as a Managing Director at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing responsibility, becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies. Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring holds an M.B.A from the Kellogg School of Management at Northwestern University and a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire (graduating with University Honors). | N/A | N/A |

  10. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Officers Who Are Not Directors - (Continued) | | | | | | | Erik L. Cuellar 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 | Chief Financial Officer, Treasurer | N/A; 2021 to present | Mr. Cuellar is the Chief Financial Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is responsible for financial and regulatory reporting. Mr. Cuellar has been at BlackRock and, before that, Tennenbaum Capital Partners, LLC, since 2011. Prior to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned a B.S. in Accounting from California State University Northridge and is a Certified Public Accountant in California. | N/A | N/A | | Charles C. S. Park 50 Hudson Yards, New York, New York 10001 Year of birth: 1967 | Chief Compliance Officer | N/A; July 2025 to present | Mr. Park is the Chief Compliance Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund, and Chief Compliance Officer of the Advisor. He is also the Chief Compliance Officer of other BlackRock US-registered investment advisers since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012; Chief Compliance Officer of the Company from 2018 to February 2024; Chief Compliance Officer of the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed- | N/A | N/A |

  11. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | Income Complex from 2014 to 2023; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds from 2006 to 2023. | | | | Diana Huffman 50 Hudson Yards, New York, New York, 10001 Year of birth: 1982 | General Counsel, Secretary, and Authorized Person | N/A; 2022 to present | Ms. Huffman is General Counsel, Secretary, and Authorized Person of the Company. She is also General Counsel and Secretary of BlackRock Private Credit Fund and BlackRock Direct Lending Corp. Ms. Huffman also serves as Secretary of HPS Net Income Lease REIT. Ms. Huffman previously served as General Counsel for BlackRock Capital Investment Corporation, a public BDC, prior to its merger with the Company in March 2024. As part of BlackRock’s Legal & Compliance department, Ms. Huffman is responsible for supporting BlackRock’s Private Financing Solutions platform, with a focus on retail alternatives, advising on a broad array of legal and regulatory issues, including product development and corporate governance matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM Investments LLC starting in 2015, where she served as Chief Legal Officer for its BDC and as the lead attorney for retail funds. From 2009 to 2015, Ms. Huffman was an associate in the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on the organization and operation of private and regulated funds. Ms. Huffman has a J.D. (cum laude) from Fordham University School of Law and a B.A. (summa cum laude) in International Relations from Boston University. | N/A | N/A | | Patrick Wolfe 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1982 | Chief Operating Officer | N/A; 2024 to present | Patrick Wolfe is the Chief Operating Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a Senior Portfolio Manager within BlackRock’s Private Financing Solutions (PFS) platform. He is Head of Portfolio Construction for U.S. Private Capital’s U.S. Direct Lending | N/A | N/A |

  12. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | funds which includes overseeing allocations, portfolio positioning, and liability management. Mr. Wolfe is also Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through the acquisition of Tennenbaum Capital Partners, LLC. At Tennenbaum Capital Partners, LLC, Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO platform taking the business to over $1 billion of assets. He also co-led the development of the firm’s proprietary private credit software platform. He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before Tennenbaum Capital Partners, LLC, Mr. Wolfe was in structured credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and other credit strategies. He began his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a B.S. in Accounting from San Diego State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the Southern California Golf Association (“SCGA”) and Southern California Golf Association Junior Foundation. | | | | Dan Worrell 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1963 | Co-Chief Investment Officer | N/A; 2024 to present | Mr. Worrell is the Co-Chief Investment Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Worrell is a senior member of the investment team within BlackRock’s Private Financing Solution (PFS) platform, where he is a leader in BlackRock’s U.S. core middle market direct lending strategy. In this capacity, Mr. Worrell is responsible for oversight of the strategy’s investment process and plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core | N/A | N/A |

  13. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length o f Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | middle market companies. Prior to joining BlackRock, Mr. Worrell was a Managing Director at Tennenbaum Capital Partners, LLC, where he led investment activity across several industry verticals, including Healthcare, Consumer Brands, Retail, and Consumer and Specialty Finance. Prior to Tennenbaum Capital Partners, LLC, Mr. Worrell was a High Yield Portfolio Manager with Mulholland Capital Advisors. Mr. Worrell holds an M.B.A. from Columbia University and a B.S. from California State University, Northridge. | | |

  14. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | * Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” |

  15. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    | † Mr. Tseng is an “interested person” (as defined in the 1940 Act) of the Company by virtue of his current position with the Advisor. |

  16. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    The Board of Directors has adopted procedures for evaluating potential Director candidates against the knowledge, experience, skills, expertise and diversity that it believes are necessary and desirable for such candidates. The Board of Directors believes that each Director satisfied, at the time he or she was initially elected or appointed a Director, and continues to satisfy, the standards contemplated by such procedures. In addition to such procedures, the Board of Directors has adopted requirements that (1) no Director serve concurrently as a director of more than six public companies, for which directorships on companies in a family of funds will count as a single directorship and (2) Directors be subject to a mandatory retirement age of 75, which mandatory retirement age may be waived by a majority vote of the Board of Directors. Furthermore, in determining that a particular Director was and continues to be qualified to serve as a Director, the Board of Directors has considered a variety of criteria, none of which, in isolation, was controlling. The Board of Directors believes that, collectively, the Directors have balanced and diverse experience, skills, attributes and qualifications, which allow the Board of Directors to operate effectively in governing the Company and protecting the interests of stockholders. Among the attributes common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Advisor and other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Directors. Each Director’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a member of the Board of Directors, other investment companies, public companies, or non-profit entities or other organizations; ongoing commitment and participation in Board of Directors and committee meetings, as well as his or her leadership of standing committees; or other relevant life experiences. Information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board of Director’s conclusion that the Director should serve as a Director of the Company, is provided below.

  17. Interested Directors

    Interested Directors Philip Tseng: Mr. Tseng is the Chief Executive Officer, Co-Chief Investment Officer and Chair of the Board of the Company. Mr. Tseng is a senior member of the investment team within BlackRock’s Private Financing Solutions (PFS) platform, where he leads BlackRock’s U.S. core middle market direct lending strategy. In this capacity, Mr. Tseng is responsible for oversight of the strategy’s investment process and plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. Mr. Tseng also serves as the Chairman, CEO and Co-CIO of BlackRock Private Credit Fund and BlackRock Direct Lending Corp. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners, LLC, where he was also a member of the Management Committee. Prior to joining Tennenbaum Capital Partners, LLC, Mr. Tseng was a member of the Credit Suisse First Boston technology investment banking group focusing on technology and business services. While at CSFB, he advised on and executed M&A, public and private equity and structured debt transactions for a broad range of small and large cap companies. He also spent time covering technology services companies as an equity research analyst. Prior to that, he spent time in investment banking at Deutsche Banc Alex Brown. Mr. Tseng holds an M.B.A. from Harvard Business School and a B.A. (honors) in Economics from Harvard College.

  18. Independent Directors

    Independent Directors John R. Baron: Since March 2024, Mr. Baron has been a Director of the Company and is a member of the Company’s Audit Committee, a member of the Governance and Compensation Committee, and a member of the Joint Transactions Committee. Until its merger with and into a wholly-owned subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. Mr. Baron has served in several senior level management positions, including as the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm focused on investments in middle market companies. Prior to joining Crystal Ridge Partners, Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm, and its predecessors. Prior to joining the private equity unit in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors. Mr. Baron was a senior level banker responsible for managing middle market regional offices of Manufactures Hanover Trust Co. and Chemical Bank. Mr. Baron is currently an owner and director of BI Aero LLC, a global aerospace parts business. In addition, he serves as an advisory board member to Compass Cryogenics, LLC, a gas testing service provider to hospitals and surgical centers. Mr. Baron is also an owner and director of Open Water Brands, a fishing products manufacturer. From 2000-2021, Mr. Baron was an owner and director of Big Rock Sports, a leading distributor and manufacturer of hunting and fishing equipment in North America. From 2008 to 2019, Mr. Baron was an owner and director of Bronco Manufacturing, a manufacturer of parts for oil and gas drillings rigs primarily in North America, Europe, and the Middle East. Mr. Baron’s expertise in the private equity, banking and investment banking industries provides the Company with an abundance of practical business experience and knowledge. Eric J. Draut: Mr. Draut is Lead Independent Director of the Company. Mr. Draut is a member of the Company’s Audit Committee, a member of the Company’s Governance and Compensation Committee, and a member of the Company’s Joint Transactions Committee. Mr. Draut also serves as Lead Independent Trustee of BlackRock Private Credit Fund and as Lead Independent Director of BlackRock Direct Lending Corp. The Company’s Board of Directors benefits from Mr. Draut’s nearly 30-year career in accounting and finance. Mr. Draut completed a 20-year career at Kemper Corporation (formerly Unitrin, Inc.) in 2010, serving the last nine years as Executive Vice President, Chief Financial Officer and a member of its board of directors. Mr. Draut also held positions at Kemper Corporation as Group Executive, Treasurer and Corporate Controller. Prior to joining Kemper Corporation, Mr. Draut was Assistant Corporate Controller at Duchossois Industries, Inc. and at AM International, Inc. Mr. Draut began his career at Coopers and Lybrand (now PricewaterhouseCoopers LLP). Mr. Draut is a Certified Public Accountant, received an M.B.A. in finance and operations from Kellogg Graduate School of Management at Northwestern University and a B.S. in accountancy from the University of Illinois at Urbana-Champaign, graduating with High Honors. Until September 2013 Mr. Draut served as a Director and Chairman of the audit committee of Intermec. Mr. Draut is the Vice-Chair of the Board and the Chair of the Audit Committee of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company. In February 2015 Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as Chair of the Board. From August 2022 until December 2025, Mr. Draut served as a trustee of the ELCA Foundation. Mr. Draut volunteers with Lutheran Social Services of Illinois where he currently serves as chairman emeritus of the Board of Directors and has served as Executive Chairman of its Board of Directors. Mr. Draut is also a National Association of Corporate Directors Fellow. Mr. Draut’s knowledge of financial and accounting matters, and his independence from the Company and the Advisor, qualifies him to serve as a member of the Company’s Audit Committee. Karen L. Leets: Ms. Leets is a Director of the Company and a member of the Company’s Audit Committee, a member of the Governance and Compensation Committee, and a member of the Joint Transactions Committee. Ms. Leets also serves as a Director of BlackRock Direct Lending Corp. From 2019 to March 2026, Ms. Leets served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business. Ms. Leets’ knowledge of financial and accounting matters qualifies her to serve as a member of the Company’s Audit Committee. Andrea L. Petro: Ms. Petro is a Director of the Company and Chair of the Company’s Governance and Compensation Committee, a member of the Audit Committee, and a member of the Joint Transactions Committee. Ms. Petro also serves as a Trustee of BlackRock Private Credit Fund. From November 2024 to present, Ms. Petro has served as a Senior Advisor to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served as a Director of Ready Capital Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the Specialty Commercial Finance Group of Waterfall Asset Management. Ms. Petro served as a consultant for Waterfall Asset Management from March 2020 through February 2023. Ms. Petro previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the Lender Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at the University of Texas at Austin from December 2015 to December 2025. She also served as the President of the Commercial Finance Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University. Ms. Petro’s knowledge of financial and accounting matters qualifies her to serve as a member of the Company’s Audit Committee.

  19. Independent Directors

    Maureen K. Usifer: Ms. Usifer is a Director of the Company, Chair of the Audit Committee, a member of the Governance and Compensation Committee, and a member of the Joint Transactions Committee. Ms. Usifer also serves as a Trustee and Chair of the Audit Committee of BlackRock Private Credit Fund, member of its Governance and Compensation Committee and a member of the Joint Transactions Committee, and a Director and Chair of the Audit Committee of BlackRock Direct Lending Corp. and member of its Joint Transactions Committee. From 2005 until its merger with and into a wholly-owned subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation. From 2024 to present, Ms. Usifer has served as a Director for Charlotte’s Web. From 2021 to present, Ms. Usifer has served as a Director for PC Construction. Since 2018, Ms. Usifer has been a Director of Liberty All Star Funds. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory board appointed by the Governor in Vermont responsible for approving hospital budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various roles with Church & Dwight Co., Inc. (“Church & Dwight”), a major producer of baking soda and consumer products. Ms. Usifer served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at Church & Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. Ms. Usifer’s independence from the Company enhances her service as Chair of the Company’s Audit Committee and member of other Board committees.

  20. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table shows information regarding the compensation earned or actually received by the Company’s directors, none of whom is an employee of the Company, for service as a director for the fiscal year ended December 31, 2025. No compensation is paid by the Company to Interested Directors.

  21. COMPENSATION OF DIRECTORS

    | | Fees Earned or Paid in Cash(1)(2) | Total | | Interested Directors: | | | | Philip Tseng | — | — | | Independent Directors: | | | | Eric J. Draut | $167,000 | $167,000 | | Karen L. Leets | $146,000 | $146,000 | | Andrea L. Petro | $152,000 | $152,000 | | John R. Baron | $146,000 | $146,000 | | Maureen K. Usifer | $161,000 | $161,000 |

  22. COMPENSATION OF DIRECTORS

    | (1) For a discussion of the Independent Directors’ compensation, see below. |

  23. COMPENSATION OF DIRECTORS

    | (2) The Company does not maintain a stock or option plan, non-equity incentive plan or pension plan for its directors. |

  24. COMPENSATION OF DIRECTORS

    The Company is authorized to pay each Independent Director the following amounts for serving as a Director: (i) $110,000 a year; (ii) $5,000 for each meeting of the Board of Directors or a committee thereof attended physically, telephonically or virtually by videoconference by such Director; and (iii) $1,000 for each special meeting of the Board of Directors or a committee thereof with a limited agenda attended by such Independent Director (whether in person, telephonic or virtual). The Lead Independent Director receives $20,000 per year. The Chair of the Audit Committee receives $15,000 per year and the Chair of the Governance and Compensation Committee receives $5,000 per year. Each Independent Director is also entitled to reimbursement for all out-of-pocket expenses of such person in attending each meeting of the Board of Directors and any committee thereof.