10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission File Number 814-01253

VENTURE LENDING & LEASING IX, INC.

(Exact name of registrant as specified in its charter)

Maryland	82-2040715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA 94028

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (650) 234-4300

Securities registered pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x] Smaller reporting company [ ] Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). [ ]

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [ ] No [X]

As the registrant’s shares are not publicly-traded, the aggregate market value of the voting stock held by non-affiliates of the registrant cannot be determined.

The number of shares outstanding of each of the issuer’s classes of common stock, as of March 13, 2026, was 100,000.

Document Incorporated by Reference

Document Description	10-K Part
Specifically Identified Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held May 20, 2026	III

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PART I.

ITEM 1.    BUSINESS

Introduction.

Venture Lending & Leasing IX, Inc. (the “Fund”) was incorporated in Maryland on June 28, 2017 as a non-diversified, closed-end management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and is managed by Westech Investment Advisors LLC (the “Manager” or “Management”), whose ultimate parent is Ridgepost Capital, Inc. (formerly known as P10, Inc.), a Delaware corporation. The Fund is a wholly-owned subsidiary of Venture Lending & Leasing IX, LLC, a Delaware limited liability company (the “Company”). The Fund’s investment objective is to achieve superior risk-adjusted investment returns. The Fund primarily provides debt financing to carefully selected companies that have received equity funding from traditional sources of venture capital equity funding (i.e., a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g., angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), generally in the form of secured loans. Secondarily, the Fund may provide debt financing to public and later-stage private companies. In most cases, the Fund will receive warrants for equity securities of the companies in connection with these loans. The Fund may make debt investments that are atypical in that, for example, the companies to which the financing is provided may be public companies, may not have venture backing, or may not offer senior securities (“Special Situation Financings”), including bridge financings and subordinated debt. The Fund may also make direct equity investments in Venture-Backed Companies. Prior to commencing its operations on May 2, 2018, the Fund had no operations other than incurring organizational expenses and the sale of 100,000 shares of common stock, $0.001 par value to the Company for $25,000 in June 2017. The Fund has elected to be treated for federal income tax purposes, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986 (the “Code”).

The Fund’s shares of common stock, $0.001 par value (“Shares”) are held entirely by the Company. As capital is required to finance the acquisition of loans, additional capital is provided by the Company.

Investment Program.

General. The Fund’s primary investment strategy is to provide debt financing, in the form of secured loans, to carefully selected Venture-Backed Companies. In most cases, the Fund receives warrants to acquire equity securities in connection with its venture loans. The Fund’s investment objective is to achieve superior risk-adjusted investment returns. The Fund may invest up to 20% of the aggregate cost of all investments of the Fund, determined cumulatively over the life of the Fund, in Special Situation Financings. In some instances, the Fund’s Special Situation Financing investments may be in companies that have been bootstrapped (i.e., funded solely by the personal assets of their founders or other individuals), without substantial equity investment from investors or participation of venture capital investors. The Fund does not intend to invest in any company to secure control of its securities primarily for the purpose of making a profit in the sale of the controlled company’s securities, and, for the avoidance of doubt, any such investment would not constitute a Special Situation Financing. The Fund may also invest up to 10% of the aggregate amount of all investments of the Fund (determined cumulatively over the life of the Fund) in direct equity investment opportunities such as convertible debt, secondary common stock purchases or other equity instruments issued by companies of diverse capitalization and creditworthiness, including, without limitation, early-stage private companies, public and later-stage private companies, and companies undergoing restructuring or recapitalization of their existing debt or equity financing (provided, however, that any amounts paid by the Fund to acquire equity securities pursuant to the receipt or exercise of warrants or stock received in connection with the Fund’s venture loans shall not be taken into account in determining whether such 10% threshold has been met). Such direct investments generally will be in equity securities of borrowers in the Fund’s portfolio, although equity securities of other companies could also be purchased. This aggregate investment strategy involves a high degree of risk, including: illiquidity of portfolio investments; risk of default by borrowers, many of whom have no or little operating profit or cash flow as of the commencement of a financing transaction; interest rate risk; litigation risk; the speculative nature of investments in warrants for stock or directly in stock; and the risks involved in investing in privately-held and emerging companies. The Fund will make available significant managerial assistance through its officers to certain companies whose securities are held in the Fund’s portfolio, as described herein under the caption “Regulation.”

The Fund intends to use a buy-and-hold strategy where debt investments are held to maturity. All securities are evaluated on a regular basis to determine whether there should be any change to this strategy. If debt investments are restructured, it may result in the extension of the original maturity date or other change in the instrument, including but not limited to, conversion of all or part of the instrument to equity. The Fund does not intend to purchase publicly-held securities; however, some publicly-held securities may be acquired through warrant exercises, mergers, acquisitions, and IPOs of the companies in which investments are made. Additionally, in some cases, publicly-traded securities may be issued in conjunction with loans made to public companies. When a company’s securities become publicly-traded, the Fund may hold these securities and sell them or may choose to distribute the securities directly to the Company. If held, publicly-traded securities are monitored on an ongoing basis, and a variety of factors regarding the issuing company (e.g., trend in stock price, underlying business fundamentals and potential for growth, information regarding the lock-up, etc.) are used to determine when to sell these securities.

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As a BDC, the Fund must invest at least 70% of its total assets in qualifying assets (“Qualifying Assets”) consisting of (a) interests in Eligible Portfolio Companies and (b) certain other assets including cash and cash equivalents. An “Eligible Portfolio Company” is a United States company that is not an investment company as defined or excluded from the definition of an investment company in Section 3 of the 1940 Act, and that either: (i) does not have a class of securities listed on a national securities exchange, or does have a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250.0 million; or (ii) is actively controlled by a BDC and has an affiliate of a BDC on the Eligible Portfolio Company’s board of directors; or (iii) has total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million; or (iv) meets such other criteria as may be established by the Securities and Exchange Commission (“SEC”). Control under the 1940 Act is presumed to exist where a BDC owns more than 25% of the outstanding voting securities of the Eligible Portfolio Company. Also included in Qualifying Assets are follow-on investments in a company that met the definition of Eligible Portfolio Company at the time of the Fund’s initial investment, but subsequently does not meet such definition because it has a class of securities listed on a national securities exchange, if, at the time of the follow-on investment, the Fund (a) owns at least 50% of (i) the greatest number of equity securities of such company, including securities convertible into or exchangeable for such securities, and (ii) the greatest amount of certain debt securities of such company held by the Fund at any time during the period when such company was an Eligible Portfolio Company, and (b) is one of the twenty largest holders of record of the company’s outstanding voting securities. The Fund may invest up to 30% of its total assets in non-Qualifying Assets, including interests in companies that are not Eligible Portfolio Companies (for example, because the company’s securities are quoted on the NASDAQ Global Market) and Eligible Portfolio Companies as to which the Fund does not offer to make available significant managerial assistance. As a BDC, the Fund is generally prohibited under the 1940 Act from investing in securities issued by broker/dealers, investment advisers, and underwriters unless certain conditions are met. As of December 31, 2025, the percentage of non-qualifying investments in the Fund was 8.1%.

BDCs cannot acquire any assets other than those Qualifying Assets described in subparagraphs (1) through (8) below unless, at the time of the acquisition, the assets described in subparagraphs (1) through (8) below represent at least 70% of the value of the BDC’s total assets. Below is a general summary of Qualifying Assets in which the Fund may invest.

1. Securities issued in transactions not involving a public offering from issuers that are Eligible Portfolio Companies (including affiliated persons or persons that have been affiliated persons within the preceding 13 months) or from any other person, subject to such rules and regulations as the SEC may prescribe;

2. Securities purchased in transactions not involving any public offering from an issuer, or from any person who is an officer or employee of the issuer, if the issuer is a U.S. company that is not an investment company, but the issuer is not an Eligible Portfolio Company because it has issued a class of margin securities that is eligible for margin loans, and at the time of purchase the BDC owns at least 50% of (i) the greatest number of equity securities (on a fully diluted basis) of the issuer and (ii) the greatest amount of such issuer’s debt securities held by the BDC at any point in time during the period when such issuer was an Eligible Portfolio Company, and, (iii) the BDC is one of the 20 largest holders of the issuer’s outstanding voting securities;

3. Securities of any Eligible Portfolio Company that is controlled by the BDC (either alone or as part of a group acting together) and the BDC exercises a controlling influence over the management or policies, and has an affiliated person who is a director of, the Eligible Portfolio Company;

4. Securities issued in transactions not involving a public offering from U.S. non-investment company issuers subject to bankruptcy, reorganization, insolvency or similar proceeding or otherwise unable to meet their obligations without assistance (purchase may be made from affiliated persons or persons that have been affiliated persons within the preceding 13 months or in limited circumstances other persons);

5. Securities of an Eligible Portfolio Company purchased from any person in transactions not involving a public offering when no public market for the securities exists and the BDC owned at least 60% of the outstanding equity (on a fully diluted basis) of the issuer immediately prior to the purchase;

6. Securities received in exchange for or distributed with respect to the foregoing securities (including securities obtained pursuant to the exercise of options, warrants or rights relating to such securities);

7. Cash, cash items, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment; and

8. Office furniture and equipment, interests in real estate, deferred organization and operating expenses, and other non-investment assets necessary and appropriate to the BDC’s operations.

“Making available significant managerial assistance” is defined under the 1940 Act, in relevant part, as (i) an arrangement whereby the BDC, through its officers, directors, employees or general partners, offers to provide and, if accepted, does provide, significant guidance and counsel concerning the management, operations or business objectives of a portfolio company; or (ii) the exercise by a BDC of a controlling influence over the management or polices of the portfolio company by the BDC acting individually or as part of a group acting together which controls the portfolio company. The officers of the Fund offer to provide managerial assistance, including advice on equipment acquisition and financing, cash flow and expense management, general financing opportunities, acquisition opportunities and opportunities to access the public securities markets, to the great majority of companies to whom the Fund provides venture loans. In some instances, directors of the Fund might serve on the board of directors or as officers of borrowers.

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Venture Loans. Venture loans generally are made pursuant to a negotiated loan agreement and are evidenced by promissory notes secured by specific equipment or other assets of the borrower financed with the proceeds of such loans or secured by a broader lien on substantially all of the borrower’s assets where the purpose of the loan is to provide growth or general working capital to the borrower. The loans are typically secured by a first-position lien on such assets. The Fund generally receives periodic payments (usually monthly) and may receive a final payment equal to a percentage of the original loan amount, payable at maturity of the loan (whether as stated or accelerated). The interest rate and amortization terms of venture loans and all other transaction terms are individually negotiated between the Fund and each borrower.

The documentation for venture loans includes representations, warranties, covenants and events of default intended to protect the Fund and which are customary for commercial transactions of this type and size. Typical material terms include restrictions on additional debt, covenants to maintain the loan collateral and keep it adequately insured and free of liens, prohibitions against sale or other disposition of the assets except under specified conditions, and acceleration provisions making the remaining outstanding amounts under the loan immediately due and payable and giving rise to a right to take possession of the collateral upon certain events of default, including failure to make required payments, insolvency, and failure to comply with covenants. There can be no assurance that the value of the collateral at the time of default will be at least equal to the outstanding amount due under the loan.

Typically, loans are structured as non-revolving commitments by the Fund to provide financing, in one or more advances over a specified period of availability, determined as part of the underwriting process. The commitments of the Fund to finance future asset acquisitions or growth capital needs is typically subject to the absence of any default under the loan and compliance by the borrower with requirements relating to, among other things, the type of assets to be acquired and, if applicable, the borrower’s achievement of performance-based milestones. Although the Fund’s commitments generally provide that the Fund is not required to continue to fund additional asset purchases or growth capital if there has been a material adverse change in the borrower’s financial condition, a borrower’s financial condition may not be as strong at the time a loan is funded as it was when the related commitments were made.

Warrants. The Fund generally acquires warrants to purchase equity securities of the borrower in connection with financings. It is anticipated that such warrants, generally, will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition. The terms of the warrants, including the expiration date, exercise price, and terms of the equity security for which the warrant may be exercised, are negotiated individually with each borrower, and are likely to be affected by the price and terms of securities issued by the company to its venture capitalists and other holders in equity financings close in time to the Fund’s making of the loan commitment. Based upon the Manager’s past experience, it is anticipated that most warrants will have a contractual term of five to fifteen years, and will have an exercise price based upon the price at which the borrower most recently issued equity securities or, if a new equity offering is anticipated, the future price of such equity securities (and sometimes a “blended price”). In certain transactions, it is anticipated that warrants will be issued with an exercise price that is waived in connection with a liquidity event such as an initial public offering or acquisition. The equity securities for which the warrant will be exercised generally will be convertible preferred stock (of which there may be one or more classes) or common stock. Substantially all the warrants and underlying equity securities will be restricted securities under the Securities Act of 1933 (the “1933 Act”) at the time of issuance; the Fund generally negotiates registration rights with the borrower that may provide “piggyback” and S-3 registration rights, which permit the owner of the warrant under certain circumstances to include some or all of the securities that will be acquired upon exercise of the warrant in a registration statement filed by the borrower. The Fund generally will negotiate “net issuance” provisions in the warrants, which allow the owner of the warrant to exercise the warrant without payment of any cash, and thereby receive a net number of shares determined by the increase in the value of the issuer’s stock (at the time of exercise) above the exercise price stated in the warrant.

Equity Securities. The Fund may make direct investments in equity securities (including convertible notes) having an aggregate cost of up to 10% of the aggregate cost of all investments of the Fund determined cumulatively over the life of the Fund (provided, however, that any amounts paid by the Fund to acquire equity securities pursuant to the receipt or exercise of warrants or stock received in connection with the Fund’s venture loans shall not be taken into account in determining whether such 10% threshold has been met). For example, the Fund may invest equity in a follow-on round of financing to maintain or increase its ownership stake. In some cases, equity investments may be made in companies where the Fund does not have an existing loan. Additionally, the Fund anticipates selectively pursuing opportunistic equity purchases, which may take the form of primary or secondary stock purchases. The Manager expects that the equity securities generally will be convertible preferred stock, though it is possible the Fund would invest directly in common stock of Venture-Backed Companies or convertible notes which convert into common or preferred stock of Venture-Backed Companies. It is likely that, as in the case of warrants, direct equity investments, if made by the Fund, generally will be distributed to the Company simultaneously with, or shortly following, their acquisition. However, the Code and 1940 Act requirements could, in certain circumstances, compel the Fund to hold such securities for a longer period of time prior to their distribution to the Company.

Investment Policies. For purposes of the investment policies (other than the diversification standards below), references to the percentage of the Fund’s total assets “invested” in securities of a company will be deemed to refer, in the case of debt financings, to the total amount of financings that the Fund has committed to provide, and in the case of equity investments, to the cost basis of such equity investments; the Fund will not be required to divest securities in its portfolio or decline to fund an existing commitment because of a subsequent change in the value of securities the Fund has previously acquired or committed to purchase.

Diversification Standards. The Fund is classified as a “non-diversified,” closed-end investment company under the 1940 Act. However, the Fund seeks to continue to qualify as a RIC, and therefore must meet diversification standards under the Code.

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To qualify as a RIC and obtain the special pass-through status available to RICs under the Code, the Fund must meet the issuer diversification standards under the Code that generally require that, at the close of each quarter of the Fund’s taxable year, (i) not more than 25% of the value of its total assets is invested in the securities of a single issuer, and (ii) at least 50% of the value of its total assets is represented by cash, cash items, government securities, securities of other RICs and other securities (counting each investment in such other securities only if the value of such securities does not exceed 5% of the value of the Fund’s total assets and the Fund does not own more than 10% of the outstanding voting securities of the issuer of such securities). For purposes of the diversification requirements under the Code, the percentage of the Fund’s total assets “invested” in securities of a company will be deemed to refer, in the case of financings in which the Fund commits to provide financing prior to funding the commitment, to the amount of the Fund’s total assets represented by the value of the securities issued by the borrower to the Fund at the time each portion of the commitment is funded.

If the Fund meets the initial requirements of a RIC, the Fund shall not lose its status as a RIC because of a discrepancy during a subsequent quarter between the value of its various investments unless the discrepancy exists immediately after the acquisition of any security and is wholly or partly the result of such acquisition. This is called the “fluctuation in value” exception. This exception also applies if distributions of cash cause the RIC to be out of compliance with either the 25% or 5%/50% tests.

Investment Guidelines. In selecting investments for the Fund’s portfolio, the Manager will endeavor to meet the investment guidelines established and approved by the Fund’s Board of Directors. The Fund may, however, make investments that do not conform to one or more of these guidelines when deemed appropriate by the Manager. Such investments might be made if the Manager believes that a failure to conform in one area is offset by exceptional strength in another or is compensated for by a higher yield, favorable warrant issuance or other attractive transaction terms or features.  

Industry Segment Diversification. The Fund generally seeks to invest no more than 30% of its total assets in securities of companies in any single industry. Diversification is carefully considered at the inception of each loan, but percentages may vary from the guideline at any particular point in time. The broad industry categories in which the Fund anticipates that most of its investments will fall (and within each of which there may be several “industries” for purposes of the industry diversification policy) include computers and storage, semiconductor and equipment, internet, medical devices, software, and several other categories.

Stage of Development Guidelines. The Manager seeks to diversify the Fund’s portfolio based on the development stage of the companies in which it invests. Generally, Venture-Backed Companies fall into several lifecycle stages, including the following:  

•Early or seed stage companies represent the initial stages of a start-up company’s development. These companies have raised varying amounts of equity capital to prove a concept and qualify for larger sums of start-up capital. Their activities generally are limited to product development, scientific and market research, recruiting a management team and proving early business traction. These companies generally have investor syndicates that include early stage investors such as high net worth angel investors, venture capitalists, incubators, and crowd funding platforms.

•Emerging growth stage companies have a proven early product/market fit and have initiated or are about to initiate full-scale operations and sales but may not be showing a profit.

•Mezzanine stage companies are approaching or have attained break-even or profitability and are continuing to expand.

The Manager refers to its investments in seed and start-up companies as “Early Stage” and investments in emerging growth companies and mezzanine companies as “Expansion Stage.” The Manager seeks to diversify its investments across stages. The classification of companies by stages of development involves a subjective judgment by the Manager, and it is possible that other investors or market analysts would classify the same companies differently than the classifications used by the Fund.

Quality Guidelines. The Manager seeks to invest the majority of the Fund’s aggregate investments (determined cumulatively over the life of the Fund) in investments that meet many of the following guidelines:

Company Guidelines.

•The company has a minimum capitalization of at least $1.0 million.

•The company has at least six months’ worth of available cash to fund its operations or indications from its equity investors that they will make investments necessary to provide such cash.

•The company’s equity investors have indicated a current intention to make additional equity financing available to the company, or the company has a forecasted positive cash flow.

•The company’s business plan contemplates sales of at least $25.0 million within five years.

•The company has previously closed equity financing or will close equity financing prior to the funding of the loan.

Transaction Guidelines for Loans.

•The term of the loan does not exceed 60 months and does not extend beyond December 31, 2028, the date on which the Fund’s term of existence automatically expires.

•Debt service requirements of the loan are, in the opinion of the Manager, not likely to become an impediment to the company raising additional capital.

•The loan is secured by all or substantially all of the borrower’s assets.

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Equity Venture Capital Support Guidelines.

•The company’s equity investors have (i) in the opinion of the Manager, significant venture capital and/or industry experience, and (ii) follow-on capital to support the company.

Special Situation Financings. The Manager may invest up to 20% of the Fund’s aggregate investments determined cumulatively over the life of the Fund in Special Situation Financings. Such Special Situation Financings could include investments targeted towards late-stage or public companies seeking additional growth capital to expand product offerings, increase market penetration or fund strategic acquisitions of other companies or technology. In these situations, the Fund would only consider investing in this Special Situation Financings if it determined it to be of equivalent or better quality as compared to a senior secured loan made to the Fund’s more typical portfolio companies. Further, the Fund may also choose to subordinate existing outstanding debt as part of a restructuring or work-out arrangement in order to allow the company to successfully complete a transaction such as an acquisition or round of financing. There can be no assurance that the subordination will work to the benefit of the Fund. The Manager will target companies whose cash flow from operations and cash reserves are expected to service the Fund’s investment on a current basis. Investments may be structured as senior debt, convertible debt, or other debt/equity structures. In addition, Special Situation Financings could include investments in a “troubled” company undergoing a restructuring or recapitalization of its existing debt or equity, and making investments in subordinated debt, providing bridge financing to a company which is in the process of raising additional private equity, planning an initial public offering or is seeking to enter into a business combination through which it would be acquired. In some instances, these companies will have been bootstrapped (i.e., funded solely by the personal assets of their founders or other individuals), without any substantial investment from venture capital or other investors. As of December 31, 2025, Special Situation Financings accounted for 1.4% of total commitments.

International Investments. As a BDC, the Fund may invest in companies which are not Qualifying Assets, as long as at the time of such investment, at least 70% of the value of the Fund’s total assets are invested in Qualifying Assets. An Eligible Portfolio Company must be organized under the laws of, and have its principal place of business in, the United States. Therefore, the Fund could invest up to 30% of its total assets in foreign-based companies. If reasonably practicable, investments in foreign-based companies would be secured by foreign-based assets in addition to being secured by any assets located in the United States.

Leverage. The Fund has borrowed money from and entered into secured contracts, which instruments are considered debt securities, with banks to obtain additional funds to originate loans (and possibly for Special Situation Financings). The borrowings of the Fund were subject to the asset coverage requirements under the 1940 Act, including borrowings in excess of 5% of total assets for temporary purposes, and all borrowings for emergency purposes that are not “temporary.” In April 2019, the Fund’s sole shareholder, the Company, approved the Fund to apply the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act, which permits the Fund to double the maximum amount of leverage that it may incur by reducing the asset coverage requirement applicable to the Fund from 200% to 150%.

Temporary Investments. Pending investment, and until distributions to its shareholder are made, the Fund will invest excess cash in: (i) time deposits, certificates of deposit and similar instruments of highly-rated banks; (ii) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; (iii) repurchase agreements that are: (a) issued by highly-rated banks or securities dealers and (b) fully collateralized by U.S. government securities; (iv) short-term high-quality debt instruments of U.S. corporations; and (v) money market funds and other pooled investment funds whose investments are restricted to those described above. The average maturity of such investments, weighted by their par value, will not exceed 90 days.

Other Investment Policies. The Fund will not sell securities short (except to the extent the Fund has a warrant for, or owns, shares equal to the number of shares which is the subject of the proposed short sale), purchase securities on margin (except to the extent the Fund’s permitted borrowings are deemed to constitute margin purchases), purchase or sell commodities or commodity contracts (except interest rate hedging transactions in connection with the Fund’s permitted borrowings), or purchase or sell real estate. The Fund may, however, write puts and calls, and acquire options, as a hedge for equity investments or to increase return through a covered call. The Fund will not underwrite the securities of other companies, except to the extent it may be deemed an underwriter upon the disposition of restricted securities acquired in the ordinary course of its business. The Fund may, however, use borrowed funds for its lending activities. See the discussion herein under the caption “Risk Factors - General - Leverage.”

The Fund’s investment objectives, investment policies and investment guidelines (other than its intended status as a BDC) are not fundamental policies and may be changed by the Fund’s Board of Directors at any time.

Regulation. As a BDC, the Fund is required to invest in Eligible Portfolio Companies and (with certain exceptions) make available to them significant managerial assistance. Eligible Portfolio Companies, and the regulations governing assets a BDC can acquire, are described under the heading “Investment Program” above.  

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The Fund, as a BDC, may sell its securities at a price that is below its net asset value per share, provided that a majority of the Fund’s directors, who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act (“disinterested directors”), has determined that such sale would be in the best interests of the Fund and its shareholder and upon the approval by the holders of a majority of its outstanding voting securities, including a majority of the voting securities held by non-affiliated persons, of such policy or practice within one year of such sale. A majority of the disinterested directors also must determine in good faith, in consultation with the underwriters of the offering if the offering is underwritten, that the price of the securities being sold is not less than a price which closely approximates market value of the securities, less any distribution discounts or commissions. As defined in the 1940 Act, the term “majority of the outstanding voting securities” of the Fund means the vote of (i) 67% or more of the Fund’s Shares present at a meeting, if the holders of more than 50% of the outstanding Shares are present or represented by proxy, or (ii) more than 50% of the Fund’s outstanding Shares, whichever is less.

Many of the transactions involving a company and its affiliates (as well as affiliates of those affiliates) which were prohibited without the prior approval of the SEC under the 1940 Act prior to its amendment by the 1980 provisions are permissible for BDCs, including the Fund, upon the prior approval of a majority of the Fund’s disinterested directors and a majority of the directors having no financial interest in the transactions. However, certain transactions involving certain persons related to the Fund, including its directors, officers, and the Manager, may still require the prior approval of the SEC. In general, (i) any person who owns, controls, or holds power to vote, more than 5% of the Fund’s outstanding Shares; (ii) any director, executive officer, or general partner of that person; and (iii) any person who directly or indirectly controls, is controlled by, or is under common control with, that person, must obtain the prior approval of a majority of the Fund’s disinterested directors, and, in some situations, the prior approval of the SEC, before engaging in certain transactions involving the person or any company controlled by the Fund. The 1940 Act generally does not restrict transactions between the Fund and its eligible portfolio companies. While a BDC may change the nature of its business so as to cease being a BDC (and in connection therewith withdraw its election to be treated as a BDC) only if authorized to do so by a majority vote (as defined by the 1940 Act) of its outstanding voting securities, shareholder approval of changes in other fundamental investment policies of a BDC is not required (in contrast to the general 1940 Act requirement, which requires shareholder approval for a change in any fundamental investment policy).

Dividends and Distributions. The Fund intends to distribute to its shareholder all equity securities received from portfolio companies simultaneously, or shortly following, their acquisition and substantially all of its net investment income and net realized capital gains, if any, as determined for income tax purposes, less appropriate reserves. Applicable law, including provisions of the 1940 Act, may limit the amount of dividends and other distributions payable by the Fund. Income dividends will generally be paid quarterly to shareholders of record on the last day of each preceding calendar quarter end. Substantially all of the Fund’s net capital gain (the excess of net long-term capital gain over net short-term capital loss) and net short-term capital gain, if any, will be distributed annually, or on a more frequent basis as determined by the Manager.

The Manager exercised, and the Board of Directors ratified, its discretion to extend the Fund’s investment period for two additional quarters after June 30, 2022, thereby allowing the Fund to make new commitments through December 31, 2022 and to fund commitments through December 31, 2023, the end of the Fund’s investment period. Following the end of the commitment period, the Fund began to distribute to investors all proceeds received from principal payments and sales of investments, net of reserves and expenses, principal repayments on the Fund’s borrowings, amounts required to fund financing commitments entered into before such date, and any amounts paid on exercise of warrants. Distributions of such amounts are likely to cause annual distributions to exceed the earnings and profits of the Fund available for distribution, in which case such excess will be considered a tax-free return of capital to a shareholder to the extent of the shareholder’s adjusted basis in its shares and then as capital gain. The Fund may borrow money to fund shareholder distributions, to the extent consistent with the 1940 Act and a prudent capital structure.

Competition. Other entities and individuals compete for investments similar to those proposed to be made by the Fund, some of whom may have greater resources than the Fund. Furthermore, the Fund’s need to comply with provisions of the 1940 Act pertaining to BDCs and provisions of the Code pertaining to RICs might restrict the Fund’s flexibility as compared with its competitors. The need to compete for investment opportunities may make it necessary for the Fund to offer borrowers more attractive transaction terms than otherwise might be the case.

Segment Information. The Fund operates through a single operating and reportable segment for financial reporting purposes, consistent with how the officers of the Fund (inclusive of the Chief Executive Officer and Chief Financial Officer, among others), who are the Fund's chief operation decision maker (“CODM”), evaluate financial performance and allocate resources.

Executive Officers. The following are the executive officers of the Fund. All officers serve at the pleasure of the Fund’s Board of Directors.

Name and Position with Fund	Age	Occupation During Past Five Years
Maurice C. Werdegar, Chairman and Director	61	Chairman of the Fund since 2022. Mr. Werdegar has held the position of Chairman of Westech Investment Advisors LLC since 2022. Mr. Werdegar served as President and Chief Executive Officer of Westech Investment Advisors LLC from 2015 to 2021, served as Chief Operating Officer and Vice President of Westech Investment Advisors LLC from 2011 to 2015 and served in various other positions with Westech Investment Advisors LLC since 2001. Mr. Werdegar has served as a Director of the Fund since 2017. Mr. Werdegar is Chairman of WTI Fund X, Inc. (“Fund X”) and WTI Fund XI, Inc. (“Fund XI”).

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Name and Position with Fund	Age	Occupation During Past Five Years
David R. Wanek, President and Chief Executive Officer	53	Chief Executive Officer of the Fund since 2022. Mr. Wanek has held the position of President of the Fund since 2019. Mr. Wanek has held the position of Chief Executive Officer and President of Westech Investment Advisors LLC since 2022 and held other positions with Westech Investment Advisors LLC since 2001. Mr. Wanek is the President and CEO of Fund X and Fund XI. Mr. Wanek is also a member of the board of directors of Fund X and Fund XI.
Jared S. Thear, Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer, and Secretary	48	Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary for the Fund since 2021. Mr. Thear has held the same positions with Westech Investment Advisors LLC since 2021. Prior to joining Westech Investment Advisors LLC, he worked at Deloitte & Touche for 20 years and held various leadership roles. From 2014 to 2021, he led Deloitte's Northwest region Asset Management practice for the audit function. Mr. Thear is also the Vice President, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary of Fund X and Fund XI.
Rodolfo Ruano, Vice President and Assistant Secretary	58	Vice President and Assistant Secretary for the Fund since 2021. Mr. Ruano has held the position of Vice President of Westech Investment Advisors LLC since 2021, and has been an Investment Partner for Westech Investment Advisors LLC since 2011. Mr. Ruano is also the Vice President and Assistant Secretary for Fund X and Fund XI.

Employees. The Fund has no employees; all of its officers are officers and/or employees of the Manager, and all of its required services are performed by officers and employees of the Manager.

Available Information. The Fund’s office is located at 104 La Mesa Drive, Suite 102, Portola Valley, CA 94028, and its phone number is (650) 234-4300. The Manager maintains a website at https://westerntech.com/.

The SEC maintains a website, www.sec.gov, that contains reports, proxies and information statements filed by the Fund.

ITEM 1A.      RISK FACTORS

GENERAL

Reliance on Management. The Fund is wholly dependent for the selection, structuring, closing and monitoring of its investments on the diligence and skill of the Manager, acting under the supervision of the Fund’s Board of Directors. Although the operating principals of the Manager have a long history of combined experience in investing in venture lending transactions and equity investments, there can be no assurance that the Fund will attain its investment objective. Furthermore, the Manager does not have substantial experience investing in Special Situation Financings such as convertible and subordinated debt of public and late-stage private companies. The officers of the Manager have primary responsibility for the selection of the companies in which the Fund will invest, the negotiation of the terms of such investments and the monitoring and servicing of such investments after they are made. Although the officers of the Manager intend to devote such time as is necessary to the affairs of the Fund, they are not required to devote full time to the management of the Fund. Furthermore, the departure of key personnel or a significant number of the investment professionals of the Manager could have a material adverse effect on the Fund's ability to achieve its investment objective. There can be no assurance that any investment professional will remain associated with the Manager or that, if any investment professional ceased to be associated with the Manager, the Manager would be able to find a qualified person or persons to fill the position.

Illiquid and Long-Term Investment. After December 31, 2022, the Fund ceased making any new equity investments and investments in venture loans (except pursuant to commitments made before the fourth anniversary, or if applicable, the extended commitment date (up to 2 calendar quarters)), and will distribute to its shareholder all proceeds received from principal payments and sales net of: (i) reserves and expenses; (ii) principal repayments on the Fund’s borrowings; (iii) amounts required to fund financing commitments entered into before such fourth anniversary, or if applicable, the extended commitment date; and (iv) any amounts paid on exercise of warrants or otherwise paid to protect the value of existing investments (including, for example, pay-to-play provisions and purchases of equity securities in “down rounds” to avoid dilution). The Fund’s Amended and Restated Articles of Incorporation provide that, on December 31, 2028, the Fund automatically will be dissolved without any action by its shareholder. From and after such dissolution, the Fund’s activities will be limited to the winding-up of its affairs, the liquidation of its remaining assets and the distribution of the net proceeds thereof to its shareholder. Although the Fund generally would not make any loan with a stated maturity date later than December 31, 2028, it is possible that, due to a default by a borrower or a transaction restructuring due to a borrower’s financial difficulties, such a loan may remain outstanding in whole or in part beyond its original maturity date. Furthermore, the Fund may not be able to sell warrants it receives from borrowers, or the equity securities (including those received upon exercise of warrants or conversion of debt instruments or in connection with restructuring of a troubled loan), to the extent those investments were retained by the Fund and not distributed earlier to its shareholder, for a significant period of time due to legal or contractual restrictions on resale or the absence of a liquid secondary market. As a result, the liquidation process might not be completed for a significant period after the Fund’s dissolution. In addition, it is possible that, if certain of the Fund’s assets are not liquidated within a reasonable time after the Fund’s dissolution, the Fund may elect to make a distribution in kind of all or part of such assets to its shareholders. In such case, the shareholders would bear any expenses attendant to the liquidation of such assets.

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Although shares of the Fund have been registered under the Securities Exchange Act of 1934 (the “Exchange Act”), there will be no trading market for shares in the Fund (which are all owned by the Company), and thus shares of the Fund should be considered illiquid.

Competition. Other entities and individuals compete for investments similar to those made by the Fund, some of whom, with respect to investments in the form of loans, and many of whom, with respect to the equity investments and convertible and subordinated debt, have greater resources than the Fund. Furthermore, competition could increase given the low barriers to entry in the industry. Additionally, the Fund’s need to comply with provisions of the 1940 Act pertaining to BDCs and provisions of the Code pertaining to RICs, might restrict the Fund’s flexibility as compared with its competitors. The need to compete for investment opportunities may make it necessary for the Fund to offer borrowers or companies in which it makes equity investments more attractive terms than otherwise might be the case. If the Fund encounters increased competition from other entities or individuals or is hindered by the provisions of the regulations governing BDCs or RICs, the Fund may not fund new investments, which would impact the operations of the Fund.

Convertible Debt. Convertible debt instruments issued by public and late-stage private companies may comprise some of the Special Situation Financings in which the Fund may invest. Convertible debt generally offers lower interest yields than non-convertible debt of similar quality. The market value of debt tends to decline as interest rates increase and, conversely, to increase as interest rates decline. The market value of convertible debt, however, often reflects the market price of common stock of the issuing company when that stock price is greater than the conversion price of the convertible debt. The conversion price is the predetermined price at which the debt instrument could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible debt tends to be influenced more by the yield of the debt instrument. Thus, it may not decline in price to the same extent as the underlying common stock.

Subordinated Debt. Some of the Special Situation Financings in which the Fund may invest may consist of subordinated debt instruments, which tend to be predominantly high-yield non-convertible debt securities. Investments in high-yield securities involve substantial risk of loss. Sub-investment grade non-convertible debt securities, or comparable unrated securities, are commonly referred to as “junk debt” and are considered speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic or business developments. The market values for high-yield securities tend to be very volatile, and these securities are less liquid than investment grade debt securities.

Leverage. The Fund borrowed money and entered into secured contracts, which instruments are considered debt securities, with banks to obtain additional funds to originate loans (and possibly Special Situation Financings). The borrowings of the Fund were subject to the asset coverage requirements under the 1940 Act, including borrowings in excess of 5% of total assets for temporary purposes, and all borrowings for emergency purposes that are not “temporary.” Under the 1940 Act, the Fund may not incur borrowings unless, immediately after the borrowing is incurred, such borrowings would have “Asset Coverage” of at least 200%, generally, and of at least 150% if certain conditions are met. “Asset Coverage” means the ratio which the value of the Fund’s total assets, less all liabilities not represented by (i) the borrowings and (ii) any other liabilities constituting “senior securities” under the 1940 Act, bears to the aggregate amount of such borrowings and senior securities. The practical effect of this limitation is to limit the Fund’s borrowings and other senior securities to 50% of its total assets less its liabilities other than the borrowings and other senior securities. The 1940 Act also requires that, if the Fund borrows money, provisions be made to prohibit the declaration of any dividend or other distribution on the shares (other than a dividend payable in shares), or the repurchase by the Fund of shares, if, after payment of such dividend or repurchase of shares, the Asset Coverage of such borrowings would be below 200% (or 150%, as applicable). In April 2019, the Fund’s sole shareholder approved the Fund to apply the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act, which permits the Fund to double the maximum amount of leverage that it may incur by reducing the asset coverage requirement applicable to the Fund from 200% to 150%. If the Fund is unable to pay dividends or distributions in the amounts required under the Code, it might not be able to qualify for the pass-through status as a RIC or, if qualified, to continue to so qualify.

On September 8, 2025, the Fund paid off its remaining outstanding debt balance on its debt facility and terminated the debt facility.

The use of leverage increases investment risk. The Fund’s use of leverage is premised upon the expectation that the Fund’s all-in borrowing costs would be lower than the return the Fund achieves on its investments. To the extent the income or capital gains derived from investments purchased with borrowed funds exceeds the cost of borrowing, the Fund’s overall return will be greater than if leverage had not been used. Conversely, if the income or capital gain from the investments purchased with borrowed funds is not sufficient to cover the cost of borrowing, or if the Fund incurs capital losses, the return to the Fund will be less than if leverage had not been used, and therefore the amount available for distribution will be reduced or potentially eliminated.

Lenders have required that the Fund pledge all assets as collateral for borrowings and have required that the Company provide guarantees or other credit enhancements. The Company, however, will not pledge its assets to secure such borrowings as this could result in unrelated business taxable income to its tax-exempt members. If the Fund is unable to service the borrowings, the Fund may risk the loss of such pledged assets.

Lenders have required that the Fund agree to loan covenants limiting the Fund’s ability to incur additional debt or otherwise limiting the Fund’s flexibility, and loan agreements may provide for acceleration of the maturity of the indebtedness if certain financial tests are not met. To minimize risks associated with borrowing money at floating rates and lending money at fixed rates, the Fund may enter into interest rate hedging transactions with respect to all or any portion of the Fund’s borrowings. There can be no assurance that such interest rate hedging transactions will be available in forms acceptable to the Fund. In addition, entering into interest rate hedging transactions increases costs to the Fund. Finally, it is possible that the Fund could incur losses from being “over-hedged,” which would result if the debt that was hedged is repaid faster than expected.

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BDC Regulation. The Fund has elected to be treated as a BDC under the Small Business Incentive Act of 1980, which modified the 1940 Act. Although BDCs are not required to register under the 1940 Act and are relieved from compliance with a number of the provisions of the 1940 Act, there are now greater restrictions in some respects on permitted types of investments for BDCs. Moreover, the applicable provisions of the 1940 Act continue to impose numerous restrictions on the activities of the Fund, including restrictions on leverage and on the nature of its investments. While the Fund is not aware of any judicial rulings under, and is aware of only a few administrative interpretations of, the Small Business Incentive Act of 1980, there can be no assurance that such Act will be interpreted or administratively implemented in a manner consistent with the Fund’s objectives or manner of operation.

Changes in Laws or Regulations. The Fund and its portfolio companies are subject to regulation by laws and regulations at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, may be changed from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or enacted laws or regulations could require changes to certain business practices of the Fund or its portfolio companies, negatively impact the operations, cash flows or financial condition of the Fund or its portfolio companies, impose additional costs on the Fund or its portfolio companies or otherwise adversely affect the Fund’s business or the business of its portfolio companies. Over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank lending could be materially adverse to the Fund’s business, financial conditions and results of operations.

Additionally, California recently enacted the Fair Investment Practices by Venture Capital Companies Law (SB 164). The new law imposes requirements on venture capital companies operating in California to disclose and report aggregated demographic information regarding the founding teams of the portfolio companies in which they invested during the preceding year. Compliance with this law will increase administrative burdens and costs on the Fund and the Fund's portfolio companies that receive venture capital financing, insofar as the Fund must distribute standardized surveys to founding team members of venture capital investments covered by the new law and collect, collate and report data obtained through such surveys to the California Department of Financial Protection and Innovation.

Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies. The Fund cannot predict what, if any, actions may be taken with respect to such technologies or the impact such actions may have on portfolio companies or the Fund’s business and results of operations.

Litigation. The Fund could be subject to litigation by borrowers, based on theories of breach of contract to lend, “lender liability,” or otherwise in connection with its loan and investment transactions. The defense of such a lawsuit, even if ultimately determined to be without merit, could be costly and time-consuming to the Fund. The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund’s financial condition or results of operation. Management is not aware of any pending material legal proceedings involving the Fund.

Tax Status. The Fund must meet a number of requirements, including those described herein under the caption “Diversification Standards” and in Note 9 to the financial statements included in this filing, to qualify for the pass-through status as a RIC and, if qualified, to continue to so qualify. For example, the Fund must meet specified asset diversification standards under the Code which might prove difficult if certain borrowers with larger commitments drew on their committed financing at a rate faster than other borrowers to whom smaller commitments were made. If the Fund experiences difficulty in meeting the diversification requirement for any fiscal quarter of its taxable year, it might accelerate capital calls or, if available, borrowings in order to increase the portion of the Fund’s total assets represented by cash, cash items, and U.S. government securities as of the close of the following fiscal quarter and thus attempt to meet the diversification requirement. The Fund, however, would incur additional interest and other expenses in connection with any such accelerated borrowings, and increased investments by the Fund in cash, cash items, and U.S. government securities (whether the funds to make such investments are derived from called equity capital or from accelerated borrowings) are likely to reduce the Fund’s return. Furthermore, there can be no assurance that the Fund would be able to meet the diversification requirements through such actions. Failure to qualify as a RIC would deny the Fund pass-through status and, in a year in which the Fund has taxable income, would have a significant adverse effect on the return of the Fund. Tax laws are dynamic and tax laws either in the U.S. or in foreign jurisdictions could change causing a different than expected outcome.

The Fund has received an opinion that, assuming the Fund’s election to be a BDC under Sections 6(f) and 54 of the 1940 Act is valid and remains in effect and that the Fund otherwise meets the qualification requirements set forth in Section 851(b) and the distribution requirements in Section 852(a) of the Code, if the Fund’s status as a RIC is challenged by the Internal Revenue Service (the “IRS”) in court and properly litigated, a court of competent jurisdiction will respect that status for federal income tax purposes. If the SEC were to disallow the Fund’s election to be treated as a BDC, then the Fund would not be eligible to be treated as a RIC and, therefore, would be subject to federal corporate tax on its income and gains. The opinion referred to above is based on the Code, regulations thereunder, IRS rulings, procedures and pronouncements, court decisions and other applicable law as of the date hereof, and certain representations that the Fund has made to its legal counsel. Legal opinions, however, are not binding on the IRS or the courts, and no ruling has been or will be requested from the IRS. No assurance can be given that the IRS will concur with such opinion.

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Allocation of Expenses. If the Fund is not deemed to be engaged in a trade or business, individuals and certain other persons who are members of the Company will be required to include in their gross income an amount of certain Fund expenses relating to the production of gross income that are allocable to the Company. These members, therefore, will be deemed to receive gross income from the Fund in excess of the distributions they actually receive. Such allocated expenses were deductible by an individual member as a miscellaneous itemized deduction for the year 2017, subject to the limitation on miscellaneous itemized deductions not exceeding 2.0% of adjusted gross income to the extent the Fund is not engaged in a trade or business. However, for the years 2018 through 2025, no deduction for such expense would be allowed. For the tax years 2026 and beyond, the provision will expire and the expenses would be deductible under the pre-2018 law as currently written.

Calculation of Management Fee. As compensation for its services to the Fund, the Manager will receive an investment management fee from the Fund (the “Management Fee”), commencing when capital is first called from the members of the Company. The aggregate annual amount of the Management Fee for each annual period (which will be comprised of four whole fiscal quarters and which, in the case of the first year, will commence on the first day of the first fiscal quarter commencing on or following the first capital commitment) will be calculated as a percentage of committed capital, as follows:

	Management Fee
Year 1	1.575%
Year 2	1.600%
Year 3	1.575%
Year 4	1.500%
Year 5	1.250%
Year 6	0.900%
Year 7	0.600%
Year 8	0.350%
Year 9	0.150%

There will be no Management Fee payable after the ninth-year anniversary of the first capital contribution date.

The calculation of the Management Fee could result in fees being disproportionately large relative to the value of the Fund’s portfolio if the total assets of the Fund are low compared to the committed capital. This could occur, for example, if the Fund does not originate as many loans as anticipated, or if the loans in the Fund’s portfolio are repaid at a rapid rate during such period.

Risks Related to Cybersecurity. Increased reliance on technology by the Fund and its service providers and portfolio companies has increased the risks posed to their respective information systems. The Fund and its service providers and portfolio companies are susceptible to operational and information security risks that include, among other things: human error and negligence; theft; the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems; compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; and operational disruption or failures of physical infrastructure or operating systems. The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase the cybersecurity risk of the Fund and its service providers and portfolio companies.

Cyber-attacks against or security breakdowns of the Fund or its service providers or portfolio companies may adversely impact the Fund and its shareholders, potentially resulting in, among other things: financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; exposure of personal information belonging to the Fund and its shareholders and violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cybersecurity risk management and remediation purposes. In addition, cybersecurity and privacy risks may also impact the Fund’s transactional counterparties, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions, which could cause the Fund to suffer losses.

In general, cybersecurity attacks and breaches include, but are not limited to, efforts by bad actors to gain unauthorized access to systems, networks, devices or other digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber-attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make services unavailable to intended users) or using a phishing scheme to impersonate an executive or vendor to cause an unauthorized transfer of funds. There can be no assurance that the Fund or its service providers or portfolio companies will not suffer losses relating to cyber-attacks or other information security breaches in the future.

While information risk management systems and business continuity plans have been developed which are designed to reduce the risks associated with cybersecurity, there are inherent limitations in any cybersecurity risk management systems or business continuity plans, including the possibility that certain risks have not been identified and that cyber-attacks may be highly sophisticated. There can be no assurance that the programs, plans and systems in place will prevent a cyber-attack or cyber losses.

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In addition, federal, state and foreign governments and agencies have adopted and could in the future adopt regulations covering issues such as user privacy. For example, in May 2024, the SEC adopted amendments to Regulation S-P, which, beginning in December 2025, will require investment companies and SEC-registered investment advisers to adopt written policies and procedures for incident response programs to address unauthorized access to, or use of, customer information, including providing notice to certain individuals affected by any such incident. If the Fund’s and/or its services providers’ or portfolio companies’ privacy or data security measures fail to comply with current or future laws and regulations, they may be subject to additional litigation, regulatory investigations or other liabilities that could result in financial loss, litigation, regulatory investigations and penalties, and other liabilities that could damage their reputation and adversely impact the Fund’s and/or its service providers’ or portfolio companies’ performance and financial condition.

Climate Change, Natural Disaster, Public Health Crises and Other Catastrophes Risk. Climate change is widely considered to be a significant threat to the global economy. Extreme weather patterns or natural disasters, such as hurricanes, floods, fires and earthquakes, or the threat thereof, could also adversely impact Fund portfolio companies’ facilities, operations, and services, as well as certain industries, or group of industries, and regions related to the Fund’s investments. In addition to physical risks, transition risks associated with climate change related legislation, regulation, and accords, both domestic and international, such as carbon reduction mandates, emissions reporting requirements, and energy transition policies, intended to control the impact of climate change may impose compliance costs or operational changes on portfolio companies. These developments could indirectly or directly reduce profitability and valuations of affected businesses. Climate related business trends, such as the process of transitioning to a lower carbon economy may also alter competitive dynamics and capital allocation priorities, creating uncertainty on the Fund’s investments. Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, may have an adverse effect on the Company’s or the Fund’s investments and the Company’s and the Fund’s operations. All such events could also result in travel restrictions, sanctions and shipping and labor disruptions, which may adversely affect Fund portfolio companies’ facilities, operations, and services.

Risks Related to Artificial Intelligence. Artificial intelligence, including generative artificial intelligence, large language models and machine learning technologies and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, “AI”), and its current and potential future applications continue to rapidly evolve and are fundamentally reshaping competitive dynamics within the sectors in which the Fund and its portfolio companies operate. Portfolio companies that are unable to develop, integrate, or adopt AI tools at a competitive pace may face loss of market share or become unviable, while those that do deploy AI tools face risks of inaccurate or biased outputs, intellectual property infringement (including ownership disputes over AI-generated content and training data), cybersecurity vulnerabilities, and the potential leakage of confidential or proprietary information to third-party AI platforms. The legal and regulatory landscape for AI is rapidly evolving and uncertain at the federal, state, and international levels, and new AI regulations could impose material compliance costs or restrict certain AI use cases. Portfolio companies engaged in the development of AI technology may be particularly impacted by these risks. The Fund and its portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Fund, also use AI in their business activities. The Fund and its portfolio companies may not be in a position to control the use of AI technology in third-party products or services. In addition, the use of AI by bad actors could heighten the risk to the Fund and its portfolio companies of cyberattacks. The use of AI could also exacerbate or create new and unpredictable risks to the Fund and the businesses of its portfolio companies, including by potentially significantly disrupting the markets in which the Fund and its portfolio companies operate. The rapid development and deployment of AI by third parties, including the Fund’s portfolio companies’ competitors, could disrupt the markets and business models in which portfolio companies operate, lower barriers to entry in their industries, and increase competitive pressures in ways that are difficult to predict. Portfolio companies that fail to adapt to AI-driven changes in their industries could experience deteriorating competitive positions, reduced revenue, and impaired ability to service loans made by the Fund.

INVESTMENT RISKS

International Investments. The Fund may invest up to, but not more than, 30% of its total assets in foreign-based companies. Foreign investments are subject to most of the same risks as domestic investments, as well as the political, economic and other uncertainties associated with foreign activities, including war and political unrest, political conflict (including between the U.S. and China), the impact of laws and policies of foreign governments and the United States affecting foreign investment, including tariffs, and the possibility of being subject to the jurisdiction of foreign courts in connection with legal disputes or the inability to subject foreign persons to the jurisdiction of courts in the United States. Furthermore, there may be practical and local law impediments to cost-effective recovery against collateral located in a foreign country. Moreover, it is possible that taxes may be required to be withheld by the foreign company on dividend and interest payments received by the Fund with respect to such foreign investments. Although capital gains derived by the Fund with respect to such investments in such foreign company may often be exempt from non-U.S. income or withholding taxes, the treatment of capital gains varies among jurisdictions. If the income from such foreign investments is subject to non-U.S. income or withholding taxes, the Fund will attempt to negotiate offsetting gross-up payments from the foreign-based company. No assurances, however, can be given that the Fund would be able to negotiate such offsetting payments. Following Russia’s invasion of Ukraine in February 2022, the U.S., the European Union (“E.U.”) and its member states, and other countries announced and implemented major sanctions against Russia. The U.S., E.U. nations and other countries could impose wider sanctions and take other actions as the conflict continues. It is difficult to anticipate the long-term impact on the Fund of war in Ukraine, sanctions, and any retaliatory measures by Russia in response. Similarly, war in the Middle East, in particular, involving the United States, Israel, Iran and the Gulf States, or the outbreak of other hostilities or conflict in other regions, creates uncertainty as to impacts on global markets. Any or all of these may cause significant turmoil in the global markets, including domestic and global credit markets and market liquidity, impact the domestic and global economy, disrupt supply chains, increase the risk of inflation, limit the ability of the Fund to invest in companies impacted by the sanctions or involved in conflict, or negatively impact the operations of portfolio companies, which could in turn have a material adverse impact on the Fund.

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Foreign Currency and Exchange Rate Risks. Fund assets and income may be denominated in various currencies. Contributions and distributions, however, will be denominated in U.S. dollars. As a result, the return of the Fund on any investment may be adversely affected by fluctuations in currency exchange rates, any future imposed devaluations of local currencies, inflationary pressures, and the success of the investment itself. In addition, the Fund may incur costs related to conversions between various currencies. As of December 31, 2025, all Fund assets and income, as well as contributions and distributions, are denominated in U.S. dollars.

Accounting and Disclosure Standards. Accounting, auditing, financial, and other reporting standards, practices, and disclosure requirements in countries in which the Fund may invest are not necessarily equivalent to those required under United States Generally Accepted Accounting Principles (“U.S. GAAP”). Accordingly, less information may be available to investors.

Credit Risks. Most of the companies with which the Fund will enter into financing transactions will not have achieved profitability, may experience substantial fluctuations in their operating results or, in many cases, will not have significant operating revenues. The ability of any borrower to meet its obligations to the Fund, therefore, will depend to a significant extent on the willingness of such borrower’s venture capital equity investors or outside investors to provide additional equity financing, which in turn will depend on the borrower’s success in meeting its business plan, the market climate for venture capital investments generally, among other factors. Additionally, these Companies typically retain their cash for operations within one or more bank accounts. These accounts may hold cash in excess of the Federal Deposit Insurance Corporation’s (“FDIC”) limit of $250,000. As a result, they are subject to concentration risk and liquidity risk associated with the underlying custodial banks with whom their deposits of cash and cash equivalents in excess of the FDIC limits are held. If access to these accounts is delayed or suspended indefinitely, it could have a material adverse impact on the company’s ability to meet its financial obligations required for operations. This could affect the Fund’s ability to be paid back on its outstanding commitments and result in a reduction to capital available to borrow within the Fund's underlying credit facilities. The companies to which the Fund will provide financing will frequently be engaged in the development of new products or technologies, and the success of these efforts, or the ability of the companies to successfully manufacture or market products or technologies developed, cannot be assured. These companies frequently face intense competition, including competition from companies with greater resources, and may face risks of product or technological obsolescence, non-acceptance in the market, or rapidly changing regulatory environments, any of which could adversely affect their prospects. The success of such companies often depends on the management talents and efforts of one person or a small group of persons whose death, disability, resignation or other form of departure would adversely affect the company.

Remedies Upon Default. In the event of a default on a portfolio loan, the available remedies to the Fund would include legal action against the borrower and foreclosure or repossession of collateral given by the borrower. However, the Fund could experience significant delays in exercising its rights as a secured lender and might incur substantial costs in taking possession of and liquidating its collateral and in taking other steps to protect its investment. The Fund generally will require that it have a first priority security interest in any equipment of a borrower financed with the proceeds of the Fund’s loans, although that security interest may extend to the borrower’s other assets in which another lender might have a senior or parity security interest. It is anticipated that the Fund will make loans to a borrower that has one or more other secured lenders. In such circumstances, the Fund may share all or a portion of its collateral with the other lender(s) and will enter into intercreditor agreements governing the respective rights of the Fund and such other lender(s), which could limit the Fund’s flexibility in pursuing its remedies as a secured creditor, and reduce the proceeds realized from foreclosing or taking possession of the collateral. In the case of growth capital or working capital loans (where the loan proceeds can be used by the company for general corporate purposes), the Fund will typically receive either a broader lien on substantially all of the borrower’s assets, including its intellectual property, or a lien on substantially all of the borrower’s assets, excluding intellectual property, and a negative pledge on such intellectual property.

As noted above, the Fund may utilize certain of its funds in investments that involve the financing of equipment assets. Equipment assets are often subject to rapid depreciation or obsolescence such that it is likely that the value of the assets underlying a loan to finance such assets will depreciate during the term of the loan transaction below the amount of the borrower’s obligations. In addition, although borrowers will be required under the transaction documents to provide customary insurance for the assets underlying a loan and will be prohibited from disposing of the assets without the Fund’s consent, compliance with these covenants cannot be assured and, in the event of non‑compliance, the assets could become unavailable to the Fund due to destruction, theft, sale or other circumstances. Realization of value from intellectual property collateral can also be time consuming and present special challenges, given the often-unique nature and limited market for such assets. The Fund’s ability to obtain payment beyond the collateral underlying the loan from the borrower might be limited by bankruptcy or similar laws affecting creditors’ rights. In limited instances where the Fund takes security interests in a borrower’s assets located in a foreign country, there may be practical and local law impediments to cost-effective recovery against such collateral. Therefore, there can be no assurance that the Fund would ultimately collect the full amount owed on a defaulted loan.

Emerging Company Risks. The possibility that the companies in which the Fund invests will not be able to commercialize their technology or product concept presents significant risk. Additionally, although some of such companies may already have a commercially successful product or product line at the time of investment, technology products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies may depend on their ability to continually innovate in increasingly competitive markets. Most of the companies in which the Fund invests will require substantial additional equity financing to satisfy their continuing growth and working capital requirements. Each round of venture financing is typically intended to provide a company with enough capital to reach the next stage of development. The circumstances or market conditions under which such companies will seek additional capital is unpredictable. It is possible that certain companies will not be able to raise additional financing or may be able to do so only at a price or on terms which are unfavorable to the Fund.

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Privately-Held Company Risks. The Fund invests primarily in privately-held companies. Generally, very little public information exists about these companies and the Fund is required to rely on the ability of the Manager to obtain adequate information to evaluate the potential returns from investing in these companies. Moreover, these companies typically depend upon the management talents and efforts of a small group of individuals and the loss of one or more of these individuals could have a significant impact on the investment returns from a particular company. Also, these companies frequently have less diverse product lines and smaller market presence than larger companies. They are thus generally more vulnerable to economic downturns and may experience substantial variations in operating results.

Due Diligence Risks. Before making investments, the Manager conducts a limited amount of due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence and making an assessment regarding an investment, the Manager will be required to rely on resources available to it, including information provided by the target of the investment and, in some circumstances, third party investigations. The due diligence process may at times be subjective with respect to newly organized companies for which only limited information is available. Accordingly, there can be no assurance that the due diligence investigation that the Manager will carry out with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Further, there can be no assurance that such an investigation will result in an investment being successful.

Financial Market Risk. The ability of the Fund to provide an acceptable return may be adversely affected by economic factors to which the marketplace is subject. Additionally, market turmoil could have a deleterious effect on the Company’s investors which could impede the ability to provide capital to the Fund. This could impair the Fund’s ability to honor commitments to lend, pay expenses of the Fund, or repay the Fund’s loans. The volatility in the global financial markets, which reached unprecedented levels during 2008 and 2009, and continued for some period thereafter (albeit to a lesser extent), may recur in the future. This and other types of market turmoil could have a material adverse effect on the Fund’s business and operations. Tightening of the credit markets or prolonged higher interest rates could impair the Fund’s ability to either acquire or utilize leverage to maximize the return it achieves on investments. The Fund’s predecessors (Venture Lending & Leasing I, Inc., Venture Lending & Leasing II, Inc., Venture Lending & Leasing III, Inc., Venture Lending & Leasing IV, Inc., Venture Lending & Leasing VI, Inc., Venture Lending & Leasing VII, Inc., Venture Lending & Leasing VIII, Inc., and to a lesser extent, Venture Lending & Leasing V, Inc.), utilized leverage to increase returns to investors. If the Fund is unable to utilize leverage to the same extent as its predecessors, or unable to utilize leverage at all, there could be a material difference in the Fund’s return as compared to these funds.

It is possible that market conditions could decrease the demand for venture loans, especially where the U.S. and global economic conditions deteriorate and remain weak for an extended period of time. Furthermore, market conditions could also adversely impact either or both the ability of the Fund’s borrowers to meet their obligations to the Fund and the value of the Fund’s direct investments in companies. Most of the companies in which the Fund will invest will not have achieved profitability and will require substantial equity financing to satisfy their continuing growth and working capital requirements. An economic downturn could decrease the demand for such borrower’s products and technology, thereby impairing such borrower’s financial condition and its ability to raise additional equity financing from outside investors. Should these events occur, there could be an increase in borrower defaults under their obligations to the Fund, or a decrease in the value of the Fund’s direct equity investments.

Additionally, concerns regarding the U.S. fiscal policy, potential government shutdowns, global economic uncertainties, global conflicts, and market volatility, could cause interest rates to be volatile, which may negatively impact the Fund's ability to access the debt markets and capital markets on favorable terms.

Other U.S. and Global Economic Risks. In addition to the crisis in the financial markets discussed above, the ability of the Fund to provide an acceptable return may be adversely affected by other economic and business factors to which the U.S. marketplace is subject. These factors, which generally are beyond the control of the Manager, include: general economic conditions, such as inflation and fluctuations in general business conditions; social and political circumstances in the U.S., including fiscal policy debates, the risk of government shutdowns, and uncertainty surrounding the upcoming 2026 U.S. midterm elections; the impact of global conflict, such as the ongoing Russia-Ukraine war, outbreak of war in the Middle East, in particular, involving the United States, Israel, Iran and the Gulf States and escalations in the South China Sea that have disrupted trade routes and heightened security concerns; cybersecurity threats and terrorism, including increased cyberattacks targeting critical infrastructure and financial institutions globally; and labor disputes and domestic and foreign political unrest. In addition, in December 2025, the Office of the Controller of the Currency updated prior guidance to change the supervisory expectations for national banks with respect to the banks’ systems and controls to identify and manage risks associated with lending to venture capital firms. While the updated guidance does not relieve banks of the obligation to lend in a safe and sound manner, including adherence to risk management practices designed to ensure such loans are appropriately underwritten, within risk limits, and sufficiently reserved, the change may encourage more bank lending to the venture sector. If banks expand lending to venture‑backed companies and other growth‑stage businesses, the pricing and terms available for capital deployment may become less favorable, limiting the Fund’s ability to achieve attractive risk‑adjusted returns. Any deterioration in the Fund’s competitive position as a result of increased bank participation could adversely affect its financial condition, results of operations, and cash flows.

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Uncertainty About Presidential Administration Initiatives. There remains significant uncertainty with respect to legislation, regulation and government policy at the U.S. federal level, as well as the state and local levels. Recent developments following the 2024 U.S. presidential election and the lead up to the 2026 midterm elections have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. To the extent the U.S. Congress or the presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Proposed changes under the current administration include adjustments to corporate tax rates, modifications to capital gains treatment, and new regulatory frameworks for artificial intelligence and data privacy. Additionally, ongoing discussions regarding tariffs, supply chain security, and energy transition policies may impact international trade and domestic business conditions. These initiatives, combined with uncertainty surrounding future monetary policy and deficit management, could influence inflation, interest rates, and overall market stability. Although the Fund cannot predict the impact, if any, of these changes to its business, they could adversely affect the Fund’s business, financial condition, operating results and cash flows or those of its portfolio companies. Until the Fund knows what policy changes are made and how those changes impact its business and the business of its competitors over the long term, the Fund will not know if, overall, it will benefit from them or be negatively affected by them.

Inflation. Persistent inflationary pressures have continued to affect financial markets and the broader economy throughout 2025, despite some moderation from peak levels in prior years. While inflation has eased from its highs, it remains above long-term targets in many major economies, contributing to uncertainty in interest rate policy and market volatility. Elevated costs for labor, energy, and raw materials have placed additional strain on businesses, including those in the Fund’s portfolio. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity.

Certain of the Fund’s portfolio companies are in industries that may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on the Fund’s loans, particularly in light of Federal Reserve actions in response to inflation. In addition, any projected future decreases in the Fund’s portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of the Fund’s investments could result in future realized or unrealized losses and therefore reduce the Fund’s net assets resulting from operations.    

Changes to U.S. Trade Policy May Have a Negative Effect on the Global Economy and/or the Fund’s Portfolio Companies and, in Turn, Harm the Fund. Significant changes to U.S. trade policy, including changes to current legislation and trade agreements, issuance of executive orders, and the imposition of tariffs can result in extended “trade wars” between the U.S. and its trading partners, resulting in additional barriers to the international market, inclusive of customers, vendors, and potential investors. Under these circumstances, the cost of goods for some portfolio companies could increase, resulting in lower consumer demand for their goods and reduced cash flows. While it is unknown whether and to what extent new legislation will be enacted into law, the enactment or amendment of trade legislation, issuance of executive orders, and/or renegotiation of trade agreements may impose additional compliance costs on portfolio companies, restrict their ability to participate in international markets and otherwise disrupt their current operations.

Special Risk Considerations Relating to China. The Fund may invest in portfolio companies that are based in China, have significant operations in China or are otherwise connected to China. Markets in China can be volatile due to uncertain social, economic, regulatory and political factors, in addition to the effects of public health crises. See the discussion herein under the caption “Climate Change, Natural Disaster, Public Health Crises and Other Catastrophes Risk.” The severity and duration of any adverse economic conditions may be driven by governmental or quasi-governmental policies; in particular, geopolitical risk and the imposition of sanctions by outside governments could severely disrupt the Chinese economy and the value of securities tied to it.

Speculative Nature of Warrants and Equity Investments. The value of the warrants that the Fund generally will receive and distribute to its shareholder in connection with its financing investments is dependent on the value of the equity securities for which the warrants can be exercised. The value of such warrants, direct equity investments, and equities received upon conversion of debt instruments is dependent primarily on the success of the company’s business strategy and the growth of its earnings, but also depends on general economic and equity market conditions. The prospects for achieving consistent profitability, in the case of many companies in which the Fund invests, are speculative. The warrants, equity securities for which the warrants can be exercised, direct equity investments, and equities received upon conversion of debt instruments generally will be restricted securities that cannot readily be sold for some period of time. If the value of the equity securities underlying a warrant does not increase above the exercise price during the life of the warrant, the Fund may permit the warrant to expire unexercised and the warrant would then have no value.

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Illiquidity of Investments. Substantially all of the Fund’s portfolio investments (other than short-term investments) will consist of securities that, at the time of acquisition, are subject to restrictions on sale and for which no ready market will exist. Restricted securities cannot be sold publicly without prior agreement with the issuer to register the securities under the 1933 Act, or by selling such securities under Rule 144 or other provisions of the 1933 Act which permit only limited sales under specified conditions. Venture loans and equity investments are privately negotiated transactions, and there is no established trading market in which such loans and equity investments can be sold. Special Situation Financings may also be privately negotiated transactions. In the case of warrants or equity securities, the Fund generally will realize the value of such securities only if the issuer is able to make an initial public offering of its shares or enters into a business combination with another company which purchases the Fund’s warrants or equity securities or exchanges them for publicly-traded securities of the acquirer. The feasibility of such transactions depends upon the entity’s financial results as well as general economic and equity market conditions. In the past, crises in the financial markets have dramatically reduced the volume of initial public offerings and mergers and acquisitions in the marketplace. If such a crisis recurs, the Fund’s ability to realize liquidity through its investments would likely be impaired. Furthermore, even if the restricted warrants or equity securities owned become publicly-traded, the Fund’s ability to sell such securities may be limited by the lack (or limited nature) of a trading market for such securities. If the Fund holds material nonpublic information regarding the issuer of the securities, the Fund’s ability to sell such securities may also be limited by insider trading laws. When restricted securities are sold to the public, the Fund, under certain circumstances, may be deemed an “underwriter” or a controlling person with respect thereto for the purposes of the 1933 Act, and be subject to liabilities as such under that Act.

Because of the illiquidity of the Fund’s investments, most of its assets will be carried at fair value as determined by the Manager in accordance with the Fund’s policy, as approved by the Fund’s Board of Directors. This value will not necessarily reflect the amount ultimately realized upon a sale of the assets.

Non-Diversified Status. The Fund is classified as a “non-diversified” investment company under the 1940 Act, but the Fund may, from time to time, act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act. The Fund elected to be treated as a RIC under the Code and operates in a manner to qualify for the tax treatment applicable to RICs, including the diversification requirement. Nevertheless, the Fund’s assets may be subject to a greater risk of loss than if its investments were more widely diversified.

Proposed Tax Legislation Adversely Affecting the Managing Member and Affiliated Members. Congress has previously proposed legislation that would treat carried interest as ordinary income for U.S. federal income tax purposes beyond the current requirements of Section 1061 (treating a carried interest as ordinary income unless the underlying entity has held such investment for more than three (3) years). Enactment of such legislation could adversely affect the Company’s managing member (the “Managing Member”), affiliated members and others who benefit from carried interest, which could make it more difficult to incentivize, attract and retain individuals to perform services for the Company and the Fund. Any such developments could adversely affect the Fund’s investment returns allocable to the Members. It is unclear whether any proposed legislation, if enacted, would apply to the Managing Member or any affiliated members who benefit from carried interest.

Foreign Investment Review. Pursuant to Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), the U.S. Government has the authority to restrict and prevent foreign acquisitions of and investments in U.S. companies (collectively, “Foreign Investments”) on national security grounds, actions that could adversely affect the Company’s and the Fund’s investment activities. The Committee on Foreign Investment in the United States (“CFIUS”), a U.S. Government interagency committee, conducts national security reviews of Foreign Investments and, in the interest of national security, may impose mitigation (i.e., restrictions) on such investments. CFIUS-imposed mitigation can take a variety of forms, including (i) restrictions on the foreign investor’s access to the U.S. company’s technology or facilities, (ii) restrictions on the foreign investor’s role in the governance or decision making of the U.S. company, (iii) mandatory divestiture of a foreign investor’s capital contribution and termination of its participation in the Company, (iv) mandatory U.S. Government approvals of changes to the U.S. company’s suppliers or the locations of its source code repositories, and (v) the appointment of a U.S. Government-approved monitor to verify the transaction parties’ compliance with the mitigation. The President of the United States (the “President”) may block a Foreign Investment that threatens to impair U.S. national security or order a foreign investor to divest of its Foreign Investment.

If the Fund has foreign investors, its investments are potentially subject to CFIUS review. In addition, foreign investors’ indirect investments in portfolio companies could subject such companies to CFIUS review. Finally, subsequent proposed financings, investments, acquisitions, or mergers or other transactions related to portfolio companies involving foreign persons also could be subject to CFIUS review.

Parties to transactions within CFIUS’s jurisdiction, potentially including the Company, the Fund and portfolio companies, may choose to submit a voluntary declaration or notice to CFIUS for its review. Rules implementing the Foreign Investment Risk Review Modernization Act (“FIRRMA”) of 2018 revised the CFIUS process to (i) expand CFIUS’s jurisdiction—notably to certain non-controlling investments in U.S. companies that are involved in critical technologies or critical infrastructure or that hold sensitive personal data of U.S. citizens—and (ii) mandate filings in certain instances. Specifically, mandatory filings may be required when a foreign investor acquires certain rights with respect to a U.S. business that deals in critical technology, or when a foreign government has a substantial interest in the foreign investor. Some of the Company’s and the Fund’s investments could fall within this expanded jurisdiction.

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Due to these CFIUS considerations, the Company, the Fund and portfolio companies could incur increased costs, including legal fees, related to (i) evaluating whether a particular portfolio investment or other transaction related to a portfolio company requires the submission of a filing to CFIUS, (ii) evaluating whether the submission of a declaration or notice to CFIUS is warranted, (iii) drafting a filing and submitting it to CFIUS, (iv) undergoing a CFIUS review or investigation, (v) negotiating and implementing CFIUS-imposed mitigation, and (vi) complying with any Presidential order. Submission of a filing to CFIUS in connection with an investment or other transaction related to a portfolio company also could result in significant delays, as the CFIUS review and investigation process can last several months. CFIUS could condition its clearance of a Foreign Investment on adjustments to the terms of such Foreign Investment or other mitigation (including, if applicable, exclusion of a foreign investor of the Company from a Foreign Investment), and these conditions could adversely affect one or more portfolio companies and decrease the Company’s and the Fund’s return on its investment in any such portfolio company. In rare cases, the President could block a Foreign Investment or order the Company and the Fund to divest of a Foreign Investment. Finally, the Company and the Fund may choose not to make certain investments, or a portfolio company may choose not to solicit or pursue certain subsequent investments or other transactions, that are otherwise attractive based on an evaluation of the associated CFIUS risks.

CONFLICTS OF INTEREST

Transactions with Venture Lending & Leasing VIII, Inc. (“Fund VIII”). The Manager also served as the investment manager for Fund VIII. The Fund’s Board of Directors determined that so long as Fund VIII had capital available to invest in loan transactions with final maturities earlier than December 31, 2025, the Fund was able to invest in each portfolio company in which Fund VIII invested. Generally, the amount of each investment was allocated 50% to the Fund and 50% to Fund VIII, or such other allocations as determined by the respective funds' board of directors, so long as the Fund had capital available to invest. The Fund co-invested with Fund VIII through March 31, 2021, which was the end of Fund VIII's investment period. Fund VIII was deregistered as a BDC with the SEC on October 12, 2023 and distributed all of its remaining assets to its parent, Venture Lending & Leasing VIII, LLC during the year ended December 31, 2023.

Transactions with Fund X. The Manager also serves as the investment manager for Fund X. The Fund’s Board of Directors determined that so long as Fund X had capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which the Fund's term of existence automatically expires), the Fund was able to invest in each portfolio company in which Fund X invested. Generally, the amount of each investment was allocated 50% to the Fund and 50% to Fund X, or such other allocations as determined by the respective funds' board of directors, so long as the Fund had capital available to invest. The Fund co-invested with Fund X through December 31, 2023, which was the end of the Fund’s investment period.

The ability of the Fund to co-invest with Fund VIII, Fund X, and other clients advised by the Manager, was subject to the conditions (“Conditions”) with which the funds were complying while seeking certain exemptive relief from the SEC from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VIII and Fund X, advised by the Manager (but in which the Manager had no proprietary interest) invested in opportunities available to the Fund, the Manager allocated such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Intercreditor Agreements. In all transactions in which the Fund and other funds managed by the Manager invest or those in which another lender(s) has either invested or may later invest (or in the event a successor fund is raised, in which the Fund and the successor fund invest), it is expected that the Fund and other funds managed by the Manager (or the successor fund as the case may be), and/or the other lender(s) will enter into an intercreditor agreement pursuant to which the Fund and other funds managed by the Manager (or the successor fund), and/or the other lender(s), along with any predecessor funds which still have a balance outstanding, will cooperate in pursuing their remedies following a default by the common borrower. Generally, under such intercreditor agreements, each party would agree that its security interest would be treated in parity with the security interest of the other party, regardless of which security interest would have priority under applicable law. Accordingly, proceeds realized from the sale of any collateral or the exercise of any other creditor’s rights will be allocated between the Fund and other funds managed by the Manager, and any predecessor funds as described above, pro rata in accordance with the amounts of their respective investments. An exception to the foregoing arrangement would occur in situations where, for example, one of the lenders financed specific items of equipment collateral; in that case, usually the lender who financed the specific assets will have a senior lien on that asset, and the other lenders will have a junior priority lien (even though they may ratably share liens of equal priority on other assets of the common borrower). As a result of such intercreditor agreements, the Fund may have less flexibility in pursuing its remedies following a default than it would have had had there been no intercreditor agreement, and the Fund may therefore realize fewer proceeds. In addition, because the Fund and other funds managed by the Manager (or the successor fund) invest at the same time in the same borrower, such borrower would be required to service two loans rather than one. Any additional administrative costs or burdens resulting therefrom may make the Fund a less attractive lender and may make it more difficult for the Fund to acquire such loans.

Valuation. The Manager is responsible for valuing the Fund’s assets and liabilities, subject to oversight by the Fund’s Board of Directors, and has an inherent conflict in performing this function such that it has an incentive to increase the value of the assets for its performance record. In accordance with Rule 2a-5 under the 1940 Act, the Manager has been designated as the valuation designee within the meaning of the rule. The rule requires the Manager to periodically assess any material risks associated with the determination of the fair value of the Fund’s assets (“valuation risks”), including material conflicts of interest, and managing those identified valuation risks. The Fund does not intend to engage an independent valuation agent to value its assets and therefore is entirely reliant upon the Manager and its delegates for valuing the assets.

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Indemnification and Exculpation. The organizational documents of the Fund provide for indemnification of directors, officers, employees, advisory board members and agents (including the Manager) of the Fund, generally to the full extent permitted by applicable state law and the 1940 Act, including the advance of expenses and reasonable counsel fees. The charter of the Fund also contains a provision eliminating personal liability of a Fund director or officer to the Fund or its stockholder for money damages, subject to specified exceptions. In addition, the Fund has entered into indemnification agreements with its directors and officers. A successful claim for such indemnification, including payment of any expenses and counsel fees, would reduce the Fund’s assets by the amounts paid. Furthermore, Fund assets are used to obtain insurance policies that generally protect the Fund’s directors and officers from personal liability of actions taken in their roles as the Fund’s directors and officers.

Disinterested Directors and Advisory Board Members. The members of the Fund’s Board of Directors will overlap with the members of the Company’s advisory board, and the members of the Company’s advisory board are generally the same as, or a subset of, the disinterested directors of the Fund. Although the Manager expects that, given the Company’s 100% ownership of the Fund, the interests of the two entities will not diverge, it is conceivable that a conflict of interest could exist between the Fund and the Company. In addition, as compensation for their services, the disinterested directors will receive an annual fee of $40,000 (plus $1,000 per meeting attended in person and an additional $15,000 for the chair of the Audit Committee). Any future changes to the compensation to be paid to the disinterested directors will be determined by the Nominating Committee of the Fund’s Board of Directors. Upon the liquidation of the Fund, the disinterested advisory board members will receive an annual fee in an amount determined by the Member (it is currently anticipated that such annual amount shall be $25,000). The disinterested directors and advisory board members will also be reimbursed for certain expenses. While courts have generally held that the receipt of reasonable and customary directors’ fees and benefits does not alter the status of a director as disinterested, the payment of such fees may impact the objectivity of the disinterested directors and the advisory board members on behalf of the members.

Personal Trading. The Manager has a code of ethics that contains personal securities trading procedures that apply to its “access persons.” Access persons are required to report if they have an investment in a company in which the Fund is considering making an investment. Pre-approval is required before an access person may buy or sell securities in an initial public offering, private placement, or any security listed on a “restricted list” maintained by the Manager.

Interests in Potential Portfolio Companies. The Manager may recommend that the Fund invest in companies in which a principal or employee has a prior personal investment or for which a principal or employee may serve as a director or advisor. The Manager also may recommend that the Fund invest in companies in which venture capital funds, private equity funds or other institutional investors (“Unaffiliated Funds”) also have made investments, where one or more principals or employees of the Manager may have made an investment in, or served as an advisor to, an investing Unaffiliated Fund. Such a relationship presents potential conflicts of interest in that the relationship could provide the principal or employee with an incentive to influence the Manager’s decision to recommend an investment in the company in question. There is also a potential conflict of interest in that such principal or employee could use information acquired through association with the Manager to influence or benefit Unaffiliated Funds’ investment decisions. The Manager addresses these potential conflicts through its policies and procedures that are designed to insulate its investment decision-making process and its research from these incentives. For example, the policies require that principals with a prior direct investment in a company be recused from the investment decision-making process with respect to that company.

Principals that serve as advisors to Unaffiliated Funds may make investment recommendations to these Unaffiliated Funds, which may be the same investment that the Fund has made or may make. The Manager’s policies and procedures require such principals to arrange for any such investment opportunity to be first offered to the Fund (or a predecessor fund) and for such investment opportunity to only subsequently be offered to an Unaffiliated Fund once declined by the Fund (or a predecessor fund).

ITEM 1B.      UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C.      CYBERSECURITY

Through its Manager, the Fund maintains a cybersecurity risk management program designed to identify, assess, manage, and mitigate threats, as well as respond to and recover from cybersecurity incidents. This program is coupled with an enterprise risk management program and covers the Fund’s key information systems.

The cybersecurity risk management program includes a comprehensive risk assessment that is applicable to the Fund’s operations. This assessment is based on recognized standards for cybersecurity and information technology as set forth in the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). It is reviewed and updated at least annually. Internal controls designed to mitigate risks presented in the assessment are tested annually by an independent third party. Additionally, the Manager, on behalf of the Fund, contracts with a qualified third party to perform annual assessments of the Company’s cybersecurity risk management program and to perform cybersecurity risk evaluations of selected key vendors. Another third party is engaged to provide day to day IT services which include implementing, monitoring, and maintaining the preventative and detective measures specified as part of the Fund’s cybersecurity risk management program.

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The Manager’s Chief Compliance Officer led the development and oversees the implementation of the cybersecurity program, and is the head of the Manager’s cybersecurity team, supported by the Director of Compliance. The Chief Compliance Officer is responsible for assessing and managing the Manager’s cyber risk management program, informs senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervises such efforts. The cybersecurity team, inclusive of all third parties engaged to provide operations, monitoring, detection, and remediation, has extensive experience selecting, deploying, and operating cybersecurity technologies, initiatives, and processes.

The Audit Committee of the Board of Directors oversees the Fund’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate identified risks. The Chief Compliance Officer briefs the Audit Committee and separately the Board of Directors on the effectiveness of the cyber risk management program at least on a quarterly basis. In addition, cybersecurity risks and cyber incidents, if any, are reviewed by the Fund’s Board of Directors at least annually as part of the risk mapping exercise, or as warranted in the event of material incidents.

Regulation S-P Compliance. Effective December 2025, the SEC adopted amendments to Regulation S-P requiring investment companies and registered advisers to implement written incident response programs and provide timely notice to affected individuals in the event of unauthorized access to or use of customer information. The Fund, through its Manager, has updated its cybersecurity program to comply with these requirements, including documented response protocols and notification procedures. These enhancements are designed to mitigate risks of data breaches and ensure compliance with applicable privacy regulations.

The Fund faces risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows or reputation. See “Risk Factors – Risks Related to Cybersecurity” for further information on how the Fund’s operations are subject to cyber incidents that could have a material adverse effect on the Fund’s business, financial condition, results of operations, or cash flows.

ITEM 2.    PROPERTIES

All of the Fund’s office space is provided by the Manager. The executive offices are located at 104 La Mesa Drive, Suite 102, Portola Valley, CA 94028.

ITEM 3.    LEGAL PROCEEDINGS

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of any legal proceedings cannot now be predicted with certainty, the Fund does not expect any such proceedings will have a material effect upon the Fund's financial condition or results of operation. Management is not aware of any pending legal proceedings involving the Fund. The Fund is not currently a party to any material legal proceedings.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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PART II.

ITEM 5.        MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

        PURCHASES OF EQUITY SECURITIES

The Fund’s common stock is not listed on any securities exchange, and all holders of the Fund’s common stock are subject to agreements significantly restricting the transferability of their shares.

The number of holders of record of the Fund’s common stock at March 13, 2026 was 1.

The Fund has a policy of distributing securities as acquired. The Fund values these securities at fair value at the time of acquisition in accordance with the Fund’s policy on valuation detailed in Note 2 to the financial statements included in this filing. In addition, some expenses of the Company may be paid by the Fund and will be deemed as distributions to the Company. The Fund has established a policy of declaring dividends on a quarterly basis to the extent that taxable income of the Fund, less applicable reserves, exceeds warrant distributions and deemed distributions. As of December 31, 2025, the Fund had distributed $497.7 million to date to its sole shareholder, of which $390.0 million was in cash.

ITEM 6.        [RESERVED]

ITEM 7.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion should be read in connection with the Fund’s Financial Statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

In addition to the historical information contained herein, the information in this Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Fund with respect to future events and financial performance and are subject to several risks and uncertainties, many of which are beyond the Fund’s control. All statements, other than statements of historical facts included in this Annual Report, regarding the strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Fund are forward-looking statements. When used in this report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Fund does not undertake any obligation to update or revise publicly any forward-looking statements, whether resulting from new information, future events or otherwise, except as required by law.

    The reader of this Annual Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund’s actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, competition and macro-economic changes including inflation, interest rate expectations, among other factors including those set forth in Item 1A - “Risk Factors” in this Annual Report on Form 10-K. This entire Annual Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund’s business. The Fund undertakes no obligation to update or revise any forward-looking statements, except as required by law.

Overview

The Fund is 100% owned by the Company. The Fund’s shares of common stock, at $0.001 par value, were sold to its sole shareholder, the Company, under a stock purchase agreement. The Fund has issued 100,000 of the Fund’s 10,000,000 authorized shares. The Company may make additional capital contributions to the Fund.

The Fund provides financing and advisory services to a variety of carefully selected Venture-Backed Companies primarily throughout the United States, with a focus on growth-oriented companies. The Fund’s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On May 1, 2018, the Company called and received its first capital from investors. On May 2, 2018, the Fund made its first investment and became a non-diversified, closed-end investment company under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund elected to be treated as a RIC under the Code for federal income tax purposes. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes if a sufficient amount of income is distributed to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

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The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on its taxable income for that year (even if that income is distributed to the members of the Company) and all distributions out of its earnings and profits will be taxable to the members of the Company as taxable income; thus, such income will be subject to a double layer of taxation. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

The Fund’s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private debt securities. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets.

The portfolio investments of the Fund primarily consist of debt financing to Venture-Backed Companies in the technology sector. The borrower’s ability to repay its loans may be adversely impacted by several factors, and as a result, the loan may not be fully repaid. Furthermore, the Fund’s security interest in any collateral over the borrower’s assets may be insufficient to make up any shortfall in payments. Some of the Fund’s portfolio companies may be impacted by rising inflation, which could have a material impact on their results of operations, specifically costs and revenues. As such, rising inflation may have an adverse impact on the portfolio borrowers’ ability to maintain their good credit standing, as well as their ability to pay their interest and principal obligations to the Fund. In addition, any projected future decreases in the Fund’s portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of the Fund’s investments could result in future unrealized losses and therefore reduce the Fund’s net assets resulting from operations.

The Fund operates through a single operating and reportable segment for financial reporting purposes, consistent with how the officers of the Fund (inclusive of the Chief Executive Officer and Chief Financial Officer, among others), who are the Fund's CODM, evaluate financial performance and allocate resources.

Impact of Macroeconomic Conditions on Results of Operations and Liquidity & Capital Resources

Global and domestic financial markets remain volatile due to persistent inflationary pressures, interest rate fluctuations, and concerns about slowing economic growth. Geopolitical tensions, including the ongoing Ukraine War, war in the Middle East, in particular, involving the United States, Israel, Iran and the Gulf States, and continued instability in global shipping lanes have disrupted trade routes and supply chains. Recent escalations in the South China Sea and renewed cyberattacks targeting critical infrastructure have added to global uncertainty. Additionally, evolving U.S. government policies, global tariff regimes, and extreme weather events, such as the 2025 Southern California wildfires, underscore the continuing risk of natural disasters and climate-related disruptions. These factors have created interruptions in supply chains and economic activity and have had a particularly adverse impact on certain industries. These uncertainties can ultimately impact the overall supply and demand of the market through changing spreads, deal terms and structures. The Fund is unable to predict the full impact of these macroeconomic events on the Fund's financial condition, including its liquidity and capital resources.

The Fund is continuing to maintain close communications with its loan portfolio companies to proactively assess and manage potential risks. In addition, Management is continuing to maintain oversight analysis of credits across the Fund's loan investment portfolio in an attempt to manage the potential credit risk and improve loan performance. Certain loans may have inherent increased credit risk due to the nature of the underlying business and its ability to maintain operations in the current economic environment.

Management is also monitoring the Fund’s continued access to capital resources through periodic and timely communication with the Company’s members. In addition, the Fund will take proactive steps to ensure and maintain an appropriate liquidity position based on its circumstances. The Fund believes its existing cash balance, scheduled monthly payments from borrowers, and access to capital from the Company’s members will be sufficient to satisfy its working capital needs, and other liquidity requirements associated with its existing operations.

Critical Accounting Policies, Practices and Estimates

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

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In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments along with the completeness of loans exhibiting indicators of potential credit deterioration as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence the Manager determines fair value based on a transaction that would occur in the most advantageous market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value. In particular, the Manager has identified the fair value of the Fund’s loan investments that exhibit indicators of the potential for credit deterioration and the completeness of those loan investments, as a critical accounting matter that may involve significant and material estimates and inputs from the Manager in determining the fair value of those loan investments.

Critical judgments and inputs in determining the fair value of a loan include the estimated timing and amount of future cash flows and probability of future payments, based on the assessment of payment history, available cash and “burn rate,” revenues, net income or loss, operating results, financial strength of borrower, prospects for the borrower’s raising future equity rounds, likelihood of sale or acquisition of the borrower, length of expected holding period of the loan, collateral position, the timing and amount of liquidation of collateral for loans that are experiencing significant credit deterioration and, as a result, collection becomes collateral-dependent, as well as an evaluation of the general interest rate environment. Management has evaluated these factors and has concluded that the effect of a deterioration in the quality of the underlying collateral, increase in the size of the loan, increase in the estimated time to recovery, and increase in the effective yield rate would each have the effect of decreasing the fair value of loan investments. The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and the loan. Such changes result in the fair value being adjusted from par value of the individual loan. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all loans approximates fair value.

The actual value of the loans may differ from Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

Results of Operations - For the Years Ended December 31, 2025 and 2024

Analysis of Interest Income

Total investment income for the years ended December 31, 2025 and 2024 was $9.2 million and $32.0 million, respectively. Investment income primarily consisted of interest on the venture loans outstanding and early payoffs. The remaining income consisted of interest and dividends on the temporary investment of cash and other income from the forfeiture of commitment fees and deferred income from warrants.

Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the year.

Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the related loan transactions and are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.

The following table shows the average outstanding balance, interest income, and weighted average interest rate for the cash and non-cash portion of interest income for the years ended December 31, 2025 and 2024.

	For the Year Ended December 31, 2025						For the Year Ended December 31, 2024
	Average Outstanding Balance		Interest Income		Weighted Average Interest Rate - Cash Portion	Weighted Average Interest Rate - Non-Cash Portion	Average Outstanding Balance		Interest Income		Weighted Average Interest Rate - Cash Portion	Weighted Average Interest Rate - Non-Cash Portion
Performing Loans	$	53,909,963	$	8,983,560	13.63%	3.03%	$	176,804,278	$	30,710,220	14.07%	3.30%
All Loans	$	111,357,754	$	9,013,545	6.63%	1.47%	$	216,401,353	$	31,115,312	11.68%	2.70%

Interest income for both performing loans and all loans decreased by $21.7 million and $22.1 million, or 70.7% and 71.0%, respectively, for the year ended December 31, 2025 compared to the same period in 2024. The decrease is primarily due to decrease in the loan investment portfolio. The average outstanding balance for performing loans and all loans decreased by $122.9 million and $105.0 million, or 69.5% and 48.5%, respectively, for the year ended December 31, 2025 compared to the same period in 2024.

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Analysis of Interest Expense

Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees, and amounts amortized from deferred fees incurred in conjunction with the debt facility. The facility was terminated, and the outstanding balance was fully repaid in September 2025. For the year ended December 31, 2025, interest expense also included the accelerated amortization of deferred fees related to the debt facility.

The following table shows the average outstanding balance, interest expense, and weighted average interest rate for the years ended December 31, 2025 and 2024.

	For the Year Ended December 31, 2025					For the Year Ended December 31, 2024
	Average Balance		Interest Expense		Weighted Average Interest Expense Rate	Average Balance		Interest Expense		Weighted Average Interest Expense Rate
Bank Facility	$	14,730,769	$	1,815,437	12.32%	$	84,153,846	$	7,588,450	9.02%

Interest expense decreased by $5.8 million, or 76.1%, for the year ended December 31, 2025 compared to the same period in 2024. The decrease is primarily due to the decrease in the borrowings under the debt facility offset partially by the additional interest from the acceleration of the amortization of deferred fees related to the debt facility. The average outstanding balance for borrowings under the facility decreased by $69.4 million, or 82.5%, for the year ended December 31, 2025 compared to the same period in 2024.

For the year ended December 31, 2024, the Fund also used derivative instruments to manage its exposure to interest rates on its borrowings under the debt facility. The Fund terminated all of its derivative contracts on December 18, 2024.

Analysis of Operating Expenses

The following table shows the components of operating expense for the years ended December 31, 2025 and 2024.

Operating Expenses	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024		Change ($)
Management fees	$	2,185,000	$	3,450,000	$	(1,265,000)
Banking and professional fees	$	750,292	$	608,771	$	141,521
Other operating expenses	$	233,040	$	371,373	$	(138,333)
Total Operating Expenses	$	3,168,332	$	4,430,144	$	(1,261,812)

For the period from January 1, 2025 through June 30, 2025, Management Fees were calculated at 0.60% of the Company's committed capital and for the period from July 1, 2025 through December 31, 2025, Management Fees were calculated at 0.35% of the Company's committed capital. For the period from January 1, 2024 through June 30, 2024, Management Fees were calculated at 0.90% of the Company's committed capital and for the period from July 1, 2024 through December 31, 2024, Management Fees were calculated at 0.60% of the Company's committed capital.

Banking and professional fees increased by $0.1 million or 23.2% for the year ended December 31, 2025 compared to the same period in 2024. The increase in banking and professional fees were primarily due to higher legal fees associated with non-performing loans.

Other operating expenses decreased by $0.1 million, or 37.2% for the year ended December 31, 2025 compared to the same period in 2024. The decrease is primarily due to lower annual conference and insurance expense incurred during the year ended December 31, 2025 compared to 2024. Other expenses included director fees, custody fees, tax fees and other expenses related to the operations of the Fund.

Non-recurring fees

The Fund may receive non-recurring fees in connection with the origination and servicing of portfolio loans. Transactions in this category may include forfeited commitment fees and deferred income from warrants received that become recognized as other income after the loan commitment period expires. Other non-recurring fees include pre-payment fees which are recognized as other income in the period received. Legal fee reimbursements for deal due diligence and drafting of documents are recognized as offsets against legal expenses. Non-recurring fees for the years ended December 31, 2025 and 2024 totaled $0.1 million and $0.3 million, respectively.

Net Investment Income

Net investment income for the years ended December 31, 2025 and 2024 was $4.2 million and $20.0 million, respectively.

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Realized and Change in Unrealized Gains (Losses)

Net realized loss from loans was $16.7 million and $21.7 million for the years ended December 31, 2025 and 2024, respectively. Realized losses consisted of loans that were written off.

Net realized gain from derivative instruments was $0 and $3.5 million for the years ended December 31, 2025 and 2024, respectively. Realized gains were the result of interest being received by the Fund on the derivative instruments when the cap rates of the interest rate collars were lower than the floating rate. Realized gains for the year ended December 31, 2024 also include proceeds from termination of collar contracts with Zions Bancorporation, N.A.

Net change in unrealized gain from loans was $4.0 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively. The net change in unrealized gain from loans consisted of fair value adjustments to the loans resulting from the improvement or deterioration in certain portfolio companies’ performance.

Net change in unrealized loss from derivative instruments was $0 and $3.0 million for the years ended December 31, 2025 and 2024, respectively. The net change in unrealized loss from derivative instruments for the years ended December 31, 2024 is primarily due to the realization of prior year unrealized gains, including gains from the termination of collar contracts with Zion Bancorporation, N.A. during the year.

Net increase (decrease) in net assets resulting from operations for the years ended December 31, 2025 and 2024 was $(8.5) million and $3.1 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the years ended December 31, 2025 and 2024 was $(84.54) and $30.93, respectively.

Liquidity and Capital Resources – December 31, 2025 and December 31, 2024

The Fund is owned entirely by the Company. The Company may make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. As of both December 31, 2025 and 2024, the Company's subscriptions for capital in the amount of $460.0 million had been fully called and received. Total capital contributed to the Fund was $407.1 million as of December 31, 2025 and 2024. The Company has made $46.0 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

The changes in cash for the years ended December 31, 2025 and 2024 were as follows:

	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024
Net cash provided by operating activities	$	63,887,422	$	145,938,243
Net cash used in financing activities	(65,677,000)		(162,371,950)
Net decrease in cash and cash equivalents	$	(1,789,578)	$	(16,433,707)

As of December 31, 2025 and December 31, 2024, 4.0% and 4.3%, respectively, of the Fund’s net assets consisted of cash and cash equivalents.     

The Fund was a party to a loan and security agreement (as amended and restated from time to time) with MUFG Union Bank Ltd. acting as the administrative agent and the other lenders named therein, that established a secured revolving credit facility. This credit facility was terminated on September 8, 2025.

Borrowings by the Fund were collateralized by all the assets of the Fund and the Manager's right to receive management fees from the Fund. In the event of default, the Manager's right to receive management fees from the Fund was subordinate to the liens of the lenders. Loans under the facility were at the option of the Fund, a Reference Rate Loan, or a SOFR Rate Loan (calculated at Daily Simple SOFR or another applicable Term SOFR Reference Rate). The Fund paid interest on its borrowings and also paid a fee on the unused portion of the facility.

For the year ended December 31, 2025 and since the start of its investment operations in May 2018, the Fund invested its assets in venture loans. Net loan amounts outstanding after amortization and valuation adjustments decreased by $73.0 million for the same period.

As of	Cumulative Amount Disbursed	Principal Reductions and Fair Market Adjustments	Balance Outstanding - Fair Value
December 31, 2025	$1,088.5 million	$1,010.4 million	$78.1 million
December 31, 2024	$1,088.5 million	$937.4 million	$151.1 million

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Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is Management’s experience that not all unexpired unfunded commitments will be used by borrowers. Many credit agreements contain provisions that are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a materially adverse change in its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

The Fund seeks to maintain the requirements to qualify for the special pass-through status available to RICs under the Code, and thus to be relieved of federal income tax on that part of its net investment income and realized capital gains that it distributes to its shareholder. To qualify as a RIC, the Fund must distribute to its shareholder for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income and net short-term capital gain) (the “Distribution Requirement”). To the extent that the terms of the Fund’s venture loans provide for the receipt by the Fund of additional interest at the end of the loan term or provide for the receipt by the Fund of a purchase price for the asset at the end of the loan term (“residual income”), the Fund would be required to accrue such residual income over the life of the loan, and to include such accrued undistributed income in its gross income for each taxable year even if it receives no portion of such residual income in that year. Thus, in order to meet the Distribution Requirement and avoid payment of income taxes or an excise tax on undistributed income, the Fund may be required in a particular year to distribute as a dividend an amount in excess of the total amount of income it actually receives. Those distributions will be made from the Fund’s cash assets, from amounts received through amortization of loans or from borrowed funds.

As of December 31, 2025, the Fund had a cash balance of $3.3 million and approximately $18.2 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to recallable capital of $46.0 million as a liquidity source, as well as access to capital from the Fund's debt facility as needed. These amounts are sufficient to meet operational expenses of the Fund over the next year.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund’s business activities contain various elements of risk, of which Management considers interest rate and credit risk to be the principal types of risks. Because the Fund considers the management of risk essential to conducting its business and to maintaining profitability, the Fund’s risk management procedures are designed to identify and analyze the Fund’s risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

The Fund manages its market risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and distributes all equity investments upon receipt to the Company.

The Fund’s investments are subject to market risk based on several factors, including, but not limited to, the borrower’s credit history, available cash, support of the borrower’s underlying investors, available liquidity, “burn rate,” revenue income, security interest, secondary markets for collateral, the size of the loan, term of the loan and the ability to exit via initial public offering or merger and acquisition.

The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. Because the Fund terminated the debt facility on September 8, 2025 and does not plan to borrow in the future, any change in market interest rates will no longer have an effect on the Fund’s interest expense.

Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of December 31, 2025.

Because Management believes the Fund is not materially sensitive to changes in interest rates, it does not take into consideration potential changes in the credit market, credit quality, size and composition of the assets in the portfolio. It also does not assume any new fundings to borrowers, repayments from borrowers or defaults on borrowings. Accordingly, no assurances can be given that actual results would not differ materially from Management’s conclusion that the Fund is not sensitive to interest rate changes.

The Fund is not sensitive to changes in foreign currency exchange rates, commodity prices and other market rates or prices.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Fund’s financial statements, together with the Report of Independent Registered Public Accounting Firm issued by Deloitte & Touche LLP (PCAOB ID No. 34), are included elsewhere in this Annual Report on Form 10-K.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.         CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this report, the Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports is accumulated and communicated to the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Pursuant to Rules 13a-15d and 15d-15(d) of the Exchange Act, the Fund’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision of and with the participation of the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, the Fund conducted an evaluation of the effectiveness of its internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission 2013 (“COSO 2013”) updated Internal Control - Integrated Framework. Based on its evaluation under the COSO 2013 Internal Control - Integrated Framework, the Fund’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This report of management on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Changes in Internal Controls

There have not been any changes in the Fund’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the Fund’s quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

ITEM 9B.     OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended December 31, 2025, no director or officer of the Fund adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

27

PART III.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The list of executive officers and biographical information appears in Part I, Item 1 of this Annual Report on Form 10-K. No family relationships exist among any of the directors or executive officers of the Fund.

The information required by this item concerning the directors of the Fund and the structure of its Board of Directors and Section 16(a) compliance will be contained in the Fund’s Proxy Statement filed in connection with the Annual Meeting of Shareholders to be held on May 20, 2026 (“Proxy Statement”) under the captions “Proposal 1 -- To Elect Four Directors of the Fund” and “Delinquent Section 16(a0 Reports” and is incorporated herein by reference.

The Fund has adopted a Code of Ethics that is applicable to all of its officers. A free copy of the Code of Ethics may be requested by contacting the Chief Financial Officer of the Fund at 104 La Mesa Drive, Suite 102, Portola Valley, CA 94028.

As of the date hereof, the Fund has not adopted any insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Fund’s securities by directors, officers and employees, or the Fund itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Fund. The Fund has not done so because the Fund’s shares are not publicly-traded and there is generally no market for the shares of the Fund. However, as discussed above, each of the Fund and the Manager has adopted a Code of Ethics which includes an insider trading policy that applies to the purchase or sale of securities of portfolio companies.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item will be contained in the Fund’s Proxy Statement under the caption “Proposal 1 -- To Elect Four Directors of the Fund” and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be contained in the Fund’s Proxy Statement under the caption “Annex A -- Beneficial Ownership of Fund Shares” and is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained in the Fund’s Proxy Statement under the caption: “Other Information -- Manager” and is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information about aggregate fees billed to the Fund by the Fund's principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34) will be contained in the Fund's Proxy Statement under the caption: “Other Information - Independent Registered Public Accounting Firm.”

28

PART IV.

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1.     Index to Financial Statements and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm    

Statements of Assets and Liabilities as of December 31, 2025 and 2024

Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 2023

Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

Schedules of Investments as of December 31, 2025 and 2024

Notes to Financial Statements 

No schedules are required because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the required information is included in the financial statements and the notes thereto.

2.    Exhibits

Exhibit	Exhibit Title
3.1	Amended and Restated Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on September 25, 2017, incorporated by reference to Exhibit 3.1 to the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
3.2	Amended and Restated Bylaws of the Fund, incorporated by reference to Exhibit 3.2 to the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
4.1	Purchase Agreement, dated June 28, 2017, between the Fund and the Company, incorporated by reference to Exhibit 4.1 to the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 18, 2017.
4.2	Description of the Registrant’s securities registered pursuant to Section 12(G) of the Securities and Exchange Act of 1934, incorporated by reference to Exhibit 4.2 to the Fund’s Form 10-K filed with the Securities and Exchange Commission on March 15, 2021.
10.1	Investment Management Agreement, dated October 13, 2022, by and between the Fund and Westech Investment Advisors LLC, incorporated by reference to Exhibit 10.1 to the Fund’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2022.
10.2	Safra National Bank of New York Account Agreement General Terms and Conditions and Custody Addendum, dated September 9, 2025, by and between Westech Investment Advisors LLC, on behalf of the Fund and Safra National Bank of New York, incorporated by reference to Exhibit 10.2 to the Fund’s 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
10.3	Amended and Restated Custodial Agreement between the Fund and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), dated October 16, 2025.
31.1	Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification)
31.2	Chief Financial Officer certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
32.1	Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2	Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).

ITEM 16.    FORM 10-K SUMMARY

None.

29

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VENTURE LENDING & LEASING IX, INC.

(Registrant)

By:	/S/David R. Wanek		By:	/S/Jared S. Thear
	David R. Wanek			Jared S. Thear
	President and Chief Executive Officer			Chief Financial Officer
	(Principal Executive Officer)			(Principal Financial Officer)
	Date:	March 13, 2026		Date:	March 13, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	NAME	TITLE	DATE
By:	/S/ Maurice C. Werdegar	Chairman & Director	March 13, 2026
	Maurice C. Werdegar
By:	/S/ Robert Hutter	Director	March 13, 2026
	Robert Hutter
By:	/S/ Roger V. Smith	Director	March 13, 2026
	Roger V. Smith
By:	/S/ Scott Taylor	Director	March 13, 2026
	Scott Taylor

30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder and the Board of Directors of Venture Lending & Leasing IX, Inc.

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of Venture Lending & Leasing IX, Inc. (the "Fund"), including the schedules of investments, as of December 31, 2025 and 2024, the related statements of operations, changes in net assets, cash flows for each of the three years in the period then ended, financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements and financial highlights”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2025 and 2024, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of loans owned as of December 31, 2025 and 2024, by correspondence with the borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value — Level 3 Investments — Refer to Note 2 and Note 3 to the financial statements

Critical Audit Matter Description

As of December 31, 2025, the Fund has nonmarketable investments in loans. There is no readily available market price or secondary market for the loans made by the Fund to its borrowers; hence the Manager determines fair value based on a transaction that would occur in the most advantageous market and the estimates are subject to a high degree of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over certain significant inputs used in determining fair value.

Certain nonmarketable investments in loans held by the Fund have exhibited indicators of potential credit deterioration subsequent to the initial funding date. The valuation of these loans had an elevated risk profile because the estimates of fair value involve a higher degree of management judgment and uncertainty associated with the expectation of timing and amount of future cash flows under various cash flow scenarios. The valuation of these loans required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant valuation expertise, to evaluate the appropriateness of the model and methodology.

We identified the completeness of loans exhibiting indicators of credit deterioration and the valuation of loans exhibiting credit deterioration as a critical audit matter.

31

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the completeness of loans exhibiting indicators of potential credit deterioration and the unobservable inputs used by management to estimate the fair value of the loans with credit deterioration included the following, among others:

•We tested loan payments throughout the year and subsequent to year end to identify inconsistent payments or missed payments which could indicate a potential credit risk.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation techniques used by management to estimate fair value.

•We tested and evaluated the appropriateness of the unobservable inputs by comparing them to external sources, including financial information provided by the borrower, and those used by management in the prior year.

/s/ Deloitte & Touche LLP

March 13, 2026

San Francisco, California

We have served as the auditor of one or more Venture Lending & Leasing investment companies since 2001.

32

VENTURE LENDING & LEASING IX, INC.

Statements of Assets and Liabilities

As of December 31, 2025 and 2024

	December 31, 2025		December 31, 2024
ASSETS:
Loans, at estimated fair value
(amortized cost of $117,618,886 and $194,533,292, respectively)	$	78,121,680	$	151,064,673
Cash and cash equivalents	3,294,123		5,083,701
Dividend and interest receivables	400,422		1,424,095
Other assets	174,844		2,394,009
Total assets	81,991,069		159,966,478
LIABILITIES:
Borrowings under debt facility	—		39,500,000
Accrued management fees	402,500		690,000
Accounts payable and other accrued liabilities	113,101		430,267
Total liabilities	515,601		40,620,267
NET ASSETS:	$	81,475,468	$	119,346,211
Analysis of Net Assets:
Capital paid in on shares of capital stock	$	407,125,000	$	407,125,000
Cumulative return of capital distributions	(272,578,847)		(243,161,880)
Total distributable losses	(53,070,685)		(44,616,909)
Net assets (equivalent to $814.75 and $1,193.46 per share based on 100,000 shares of capital stock outstanding - see Note 5 and Note 12)	$	81,475,468	$	119,346,211

See notes to financial statements.

33

VENTURE LENDING & LEASING IX, INC.

Statements of Operations

For the Years Ended December 31, 2025, 2024 and 2023

	For the Year Ended		For the Year Ended		For the Year Ended
	December 31, 2025		December 31, 2024		December 31, 2023
INVESTMENT INCOME:
Interest on loans	$	9,013,545	$	31,115,312	$	66,204,909
Other income	195,210		866,576		2,122,338
Total investment income	9,208,755		31,981,888		68,327,247
EXPENSES:
Management fees	2,185,000		3,450,000		4,945,000
Interest expense	1,815,437		7,588,450		16,950,891
Banking and professional fees	750,292		608,771		500,508
Other operating expenses	233,040		371,373		208,041
Total expenses	4,983,769		12,018,594		22,604,440
Net investment income	4,224,986		19,963,294		45,722,807
Net realized loss from loans	(16,650,175)		(21,669,030)		(6,106,352)
Net realized gain from derivative instruments	—		3,493,050		8,948,922
Net change in unrealized gain (loss) from loans	3,971,413		4,354,597		(15,608,931)
Net change in unrealized loss from derivative instruments	—		(3,049,177)		(7,595,174)
Net realized and change in unrealized loss from loans and derivative instruments	(12,678,762)		(16,870,560)		(20,361,535)
Net increase (decrease) in net assets resulting from operations	$	(8,453,776)	$	3,092,734	$	25,361,272
Amounts per common share:
Net increase (decrease) in net assets resulting from operations per share	$	(84.54)	$	30.93	$	253.61
Weighted average shares outstanding	100,000		100,000		100,000

See notes to financial statements.

34

VENTURE LENDING & LEASING IX, INC.

Statements of Changes in Net Assets

For the Years Ended December 31, 2025, 2024 and 2023

	Common Stock
	Shares	Par Value		Additional Paid-in Capital		Return of Capital Distributions		Total Distributable Losses		Net Assets
Balance at December 31, 2022	100,000	$	100	$	407,124,900	$	(116,194,481)	$	(22,718,224)	$	268,212,295
Net increase in net assets resulting from operations	—	—		—		—		25,361,272		25,361,272
Distributions of income to shareholder	—	—		—		—		(48,565,377)		(48,565,377)
Return of capital to shareholder	—	—		—		(56,318,357)		—		(56,318,357)
Balance at December 31, 2023	100,000	$	100	$	407,124,900	$	(172,512,838)	$	(45,922,329)	$	188,689,833
Net increase in net assets resulting from operations	—	—		—		—		3,092,734		3,092,734
Distributions of income to shareholder	—	—		—		—		(1,787,314)		(1,787,314)
Return of capital to shareholder	—	—		—		(70,649,042)		—		(70,649,042)
Balance at December 31, 2024	100,000	$	100	$	407,124,900	$	(243,161,880)	$	(44,616,909)	$	119,346,211
Net decrease in net assets resulting from operations	—	—		—		—		(8,453,776)		(8,453,776)
Return of capital to shareholder	—	—		—		(29,416,967)		—		(29,416,967)
Balance at December 31, 2025	100,000	$	100	$	407,124,900	$	(272,578,847)	$	(53,070,685)	$	81,475,468

See notes to financial statements.

35

VENTURE LENDING & LEASING IX, INC.

Statements of Cash Flows

For the Years Ended December 31, 2025, 2024 and 2023

	For the Year Ended		For the Year Ended		For the Year Ended
	December 31, 2025		December 31, 2024		December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations	$	(8,453,776)	$	3,092,734	$	25,361,272
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
Net realized loss from loans	16,650,175		21,669,030		6,106,352
Net realized gain from derivative instruments	—		(3,493,050)		(8,948,922)
Net change in unrealized (gain) loss from loans	(3,971,413)		(4,354,597)		15,608,931
Net change in unrealized loss from derivative instruments	—		3,049,177		7,595,174
Amortization of deferred costs related to borrowing facility	704,869		562,022		1,009,982
Origination of loans	—		(545,652)		(29,750,000)
Principal payments on loans, net of accretion	57,847,264		124,576,971		185,767,580
Proceeds from sale of loans	—		—		6,043,138
Acquisition of equity securities	—		—		(780,851)
Change in operating assets and liabilities:
Net decrease in dividend and interest receivables	1,023,673		2,445,602		2,504,881
Net decrease in other assets	691,296		100,735		1,074,572
Net decrease in accounts payable, other accrued liabilities and accrued management fees	(604,666)		(1,164,729)		(2,199,806)
Net cash provided by operating activities	63,887,422		145,938,243		209,392,303
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholder	(27,000,000)		(62,042,000)		(100,992,000)
Borrowings under debt facility	—		—		6,500,000
Repayments of borrowings under debt facility	(39,500,000)		(103,000,000)		(108,500,000)
Payments received from derivative instruments	823,000		2,670,050		8,948,922
Payments of bank facility fees and costs	—		—		(906,474)
Net cash used in financing activities	(65,677,000)		(162,371,950)		(194,949,552)
Net increase (decrease) in cash and cash equivalents	(1,789,578)		(16,433,707)		14,442,751
CASH AND CASH EQUIVALENTS:
Beginning of year	5,083,701		21,517,408		7,074,657
End of year	$	3,294,123	$	5,083,701	$	21,517,408
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE YEAR:
Interest - Debt facility	$	1,402,874	$	7,767,317	$	16,400,251
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities to shareholder	$	2,416,967	$	10,394,356	$	3,891,734
Receipt of equity securities as repayment of loans	$	2,416,967	$	10,394,356	$	3,110,883

See notes to financial statements.

36

VENTURE LENDING & LEASING IX, INC.

Schedule of Investments

As of December 31, 2025

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
Biotechnology
	Ukko Inc.		Senior Secured	11.5%		$	656,145	$	650,198	$	650,198	5/1/2026
Biotechnology Total		0.8%				$	656,145	$	650,198	$	650,198
Computers & Storage
	Canary Connect, Inc.		Senior Secured	11.8%		$	9,879,021	$	9,873,374	$	9,500,276	*
Computers & Storage Total		11.6%				$	9,879,021	$	9,873,374	$	9,500,276
Enterprise Networking
	Diamanti, Inc.		Senior Secured	11.0%		$	5,404,212	$	2,933,493	$	2,933,493	*
Enterprise Networking Total		3.6%				$	5,404,212	$	2,933,493	$	2,933,493
Internet
	10club Pte Ltd. ** ^		Senior Secured	12.0%		$	5,467,238	$	4,927,338	$	117,000	*
	D2C Store, Inc.		Senior Secured	10.0%		856,869		610,687		610,687		1/1/2027
	Good Counsel, Inc.		Senior Secured	12.3%		908,125		841,221		841,221		9/1/2026
	iZENEtech, Inc. ** ^		Senior Secured	12.3%		3,001,339		2,976,442		1,122,833		*
	Miami Labs, Inc.		Senior Secured	13.3%		675,288		651,684		651,684		2/1/2026
	OneLocal, Inc. ** ^		Senior Secured	12.3%		160,177		156,088		156,088		7/1/2026
	Quantcast Corp.		Senior Secured	12.0%		8,528,348		6,634,951		6,634,951		*
	Residently USA, LLC ** ^		Senior Secured	12.0%		405,041		423,117		315,338		10/1/2028
	RetailerX, Inc.		Senior Secured	11.3%		5,875,325		4,948,921		4,948,921		*
	Stay Alfred, Inc.		Senior Secured	18.0%		4,920,124		3,406,628		—		*
Internet Total		18.9%				$	30,797,874	$	25,577,077	$	15,398,723
Medical Devices
	Anutra Medical, Inc.		Senior Secured	18.0%		$	398,742	$	346,750	$	—	*
	Medrobotics Corporation, Inc.		Senior Secured	18.0%		10,000,000		8,942,813		—		*
Medical Devices Total		—%				$	10,398,742	$	9,289,563	$	—
Other Healthcare
	GoForward, Inc.		Senior Secured	11.5%		$	122,249	$	98,643	$	40,352	*
	KBS, Inc.		Senior Secured	14.0%		57,314		56,181		56,181		6/1/2026
	Open Inc.		Senior Secured	14.8%		58,770		58,646		58,646		3/1/2026
	Open Inc.		Senior Secured	13.5%		58,001		57,588		57,588		3/1/2026
	Open Inc. Subtotal					116,771		116,234		116,234
	Therapydia, Inc.		Senior Secured	12.0%		262,252		115,250		115,250		*
	Vessel Health, Inc.		Senior Secured	12.0%		711,734		618,971		362,797		*
	Yuva Biosciences, Inc.		Senior Secured	13.3%		47,681		46,710		46,710		5/1/2026
Other Healthcare Total		0.9%				$	1,318,001	$	1,051,989	$	737,524
Other Technology
	Azumo, Inc.		Senior Secured	12.8%		$	957,356	$	913,213	$	453,370	*
	BloomTech Inc.		Senior Secured	11.3%		334,892		334,892		334,892		5/1/2026
	Brave Care Technologies, Inc.		Senior Secured	12.0%		738,617		681,165		24,574		*
	Bryte, Inc.		Senior Secured	10.0%		1,694,943		1,708,964		1,003,562		*
	Coffee.ai Inc.		Senior Secured	11.0%		1,101,447		936,235		936,235		8/1/2028
	Content Adjacent, Inc.		Senior Secured	12.0%		1,370,177		1,275,059		927,667		*
	CornerUp, Inc.		Senior Secured	15.0%		392,046		359,248		56,205		*
	Creoate Limited ** ^		Senior Secured	15.5%		257,682		255,570		255,570		2/1/2027

37

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
	Creoate Limited ** ^		Senior Secured	14.0%		29,154		29,086		29,086		3/1/2026
	Creoate Limited Subtotal ** ^					286,836		284,656		284,656
	Digital. Thing(s), Inc.		Senior Secured	13.5%		333,554		247,799		247,799		*
	Eguana Technologies, Inc. ** ^		Senior Secured	12.0%		3,107,383		2,762,835		1,714,182		*
	Fanimal, Inc.		Senior Secured	11.8%		547,646		479,476		—		*
	Heading Health Inc.		Senior Secured	12.5%		1,208,548		941,507		260,896		*
	Higher Ground Education, Inc.		Senior Secured	15.0%		2,163,724		1,983,716		1,983,716		*
	Holo, Inc.		Senior Secured	13.5%		204,304		26,811		26,811		*
	Invert Robotics Group, Ltd.** ^		Senior Secured	13.0%		61,044		39,718		39,718		*
	Joy Memories, Inc		Senior Secured	12.0%		567,882		560,318		560,318		6/1/2027
	LendTable Inc.		Senior Secured	14.1%		2,414,807		2,291,370		—		*
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	12.1%		398,954		351,769		351,769		3/1/2027
	Mavenform, Inc.		Senior Secured	11.1%		1,450,280		1,303,697		854,761		*
	Plant Prefab, Inc.		Senior Secured	11.6%		2,887,000		1,950,158		1,730,445		*
	Rise Gardens, Inc.		Senior Secured	11.8%		1,380,944		1,201,703		270,549		*
	Romaine Empire, Inc.		Senior Secured	13.5%		8,118,564		8,195,815		8,195,815		12/1/2027
	SMS OPCO LLC		Senior Secured	8.0%		29,942		11,192		—		*
	Supplant, Inc. ** ^		Senior Secured	13.7%		1,801,277		1,691,973		922,530		*
	Sustainable Living Partners, LLC		Senior Secured	12.5%		14,528,823		13,655,904		11,784,172		*
	TheSquareFoot, Inc.		Senior Secured	18.0%		623,478		320,058		—		*
	Umbra Lab, Inc.		Senior Secured	13.5%		769,183		765,188		765,188		4/1/2026
	Velo Holdings Limited		Senior Secured	12.0%		2,471,720		917,520		917,520		*
	Zeno Technologies, Inc.		Senior Secured	10.0%		251,129		233,996		—		*
	Zimeno Inc.		Senior Secured	11.5%		4,854,287		4,734,337		4,233,256		*
Other Technology Total		47.7%				$	57,050,787	$	51,160,292	$	38,880,606
Security
	Popily, Inc.		Senior Secured	12.5%		1,998,517		1,559,440		57,840		*
Security Total		0.1%				$	1,998,517	$	1,559,440	$	57,840
Software
	Abacum Inc.		Senior Secured	13.5%		$	557,799	$	546,844	$	546,844	10/1/2026
	BlueCart, Inc.		Senior Secured	14.1%		859,238		802,533		705,991		*
	Common Sun, Inc		Senior Secured	11.0%		332,246		328,393		328,393		7/1/2026
	Common Sun, Inc		Senior Secured	11.0%		200,038		200,037		200,037		1/1/2027
	Common Sun, Inc Subtotal					532,284		528,430		528,430
	Eskalera, Inc.		Senior Secured	12.0%		1,231,088		1,208,618		680,681		*
	Form Remodel, Inc.		Senior Secured	11.0%		585,436		581,935		—		*
	FutureProof Technologies, Inc.		Senior Secured	13.5%		228,185		225,067		225,067		6/1/2026
	Grokker, Inc.		Senior Secured	11.5%		64,553		64,266		64,266		4/1/2026
	Hoken Holdings Inc.		Senior Secured	13.0%		399,384		376,199		—		*
	Ketch Kloud, Inc.		Senior Secured	13.0%		3,968,835		3,894,232		3,894,232		4/1/2027
	Safe Securities Inc.		Senior Secured	11.5%		127,422		127,148		127,148		4/1/2026
	SF Insuretech, Inc.		Senior Secured	13.5%		377,048		367,449		367,449		5/1/2026
	SF Insuretech, Inc.		Senior Secured	13.5%		331,937		331,937		331,937		9/1/2026
	SF Insuretech, Inc.		Senior Secured	13.5%		401,298		401,298		401,298		11/1/2026
	SF Insuretech, Inc. Subtotal					1,110,283		1,100,684		1,100,684
	Terragon, Inc. ** ^		Senior Secured	12.0%		74,798		76,108		76,108		*
	Traction Apps, Inc. ** ^		Senior Secured	12.0%		669,126		557,313		366,951		*
	Vesta Housing, Inc.		Senior Secured	11.8%		264,526		260,999		260,999		6/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		264,526		263,286		263,286		6/1/2026
	Vesta Housing, Inc. Subtotal					529,052		524,285		524,285
Software Total		10.9%				$	10,937,483	$	10,613,662	$	8,840,687

38

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
Technology Services
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,987,379		3,787,465		—		*
Technology Services Total		—%				$	3,987,379	$	3,787,465	$	—
Wireless
	Juvo Mobile, Inc. **		Senior Secured	12.0%		$	1,146,647	$	1,122,333	$	1,122,333	7/1/2026
Wireless Total		1.4%				$	1,146,647	$	1,122,333	$	1,122,333
	Grand Total	95.9%				$	133,574,808	$	117,618,886	$	78,121,680

* As of December 31, 2025, loans with a cost basis of $94.5 million and a fair value of $55.1 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

**Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2025, 8.1% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.

(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are generally the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

(d) There is no readily available market price or secondary market for the Fund’s loan investments, hence the Manager determines fair value of all loan investments presented in the Schedule of Investments based on a most advantageous market and the estimates may include the use of significant unobservable inputs.

    As of December 31, 2025, all loans were made to non-affiliates.

See notes to financial statements.

39

VENTURE LENDING & LEASING IX, INC.

Schedule of Investments

As of December 31, 2024

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
Biotechnology
	Calysta, Inc.		Senior Secured	11.8%		$	1,424,098	$	1,408,179	$	1,408,179	6/1/2025
	Genomic Prediction, Inc.		Senior Secured	11.0%		37,551		37,410		37,410		1/1/2025
	Ukko Inc.		Senior Secured	11.5%		2,107,295		2,051,686		2,051,686		5/1/2026
Biotechnology Total		2.9%				$	3,568,944	$	3,497,275	$	3,497,275
Computers & Storage
	Canary Connect, Inc.		Senior Secured	11.8%		$	9,879,021	$	9,758,853	$	9,758,853	3/1/2026
	Proto, Inc.		Senior Secured	12.5%		507,469		495,929		495,929		10/1/2025
	Proto, Inc.		Senior Secured	12.8%		508,460		508,460		508,460		10/1/2025
	Proto, Inc. Subtotal					1,015,929		1,004,389		1,004,389
Computers & Storage Total		9.0%				$	10,894,950	$	10,763,242	$	10,763,242
Enterprise Networking
	Diamanti, Inc.		Senior Secured	11.0%		$	5,404,212	$	3,310,413	$	3,310,413	*
Enterprise Networking Total		2.8%				$	5,404,212	$	3,310,413	$	3,310,413
Internet
	10club Pte Ltd. ** ^		Senior Secured	12.0%		$	5,350,238	$	4,821,628	$	4,014,479	*
	D2C Store, Inc.		Senior Secured	10.0%		1,305,572		912,688		912,688		*
	Good Counsel, Inc.		Senior Secured	12.3%		1,996,772		1,697,833		1,697,833		9/1/2026
	iZENEtech, Inc. ** ^		Senior Secured	12.3%		3,001,339		2,976,442		1,752,559		*
	Miami Labs, Inc.		Senior Secured	13.3%		5,877,795		5,626,862		5,626,862		5/1/2026
	OneLocal, Inc. ** ^		Senior Secured	12.3%		772,050		744,720		744,720		7/1/2026
	Quantcast Corp.		Senior Secured	12.0%		9,529,103		9,134,951		9,134,951		*
	Residently USA, LLC ** ^		Senior Secured	12.0%		376,963		361,961		178,319		4/1/2026
	RetailerX, Inc.		Senior Secured	11.3%		5,527,786		5,450,354		4,794,090		*
	Serface Care, Inc.		Senior Secured	12.3%		597,411		344,785		—		*
	Stay Alfred, Inc.		Senior Secured	18.0%		4,921,822		3,408,326		—		*
	Vinvesto, Inc.		Senior Secured	15.0%		153,163		153,163		153,163		5/1/2026
	Vinvesto, Inc.		Senior Secured	14.8%		152,975		145,097		145,097		5/1/2026
	Vinvesto, Inc. Subtotal					306,138		298,260		298,260
Internet Total		24.4%				$	39,562,989	$	35,778,810	$	29,154,761
Medical Devices
	Anutra Medical, Inc.		Senior Secured	18.0%		$	398,742	$	346,750	$	—	*
	Medrobotics Corporation, Inc.		Senior Secured	18.0%		10,000,000		8,918,414		—		*
	Siren Care, Inc.		Senior Secured	13.5%		310,920		310,783		310,783		1/1/2025
Medical Devices Total		0.3%				$	10,709,662	$	9,575,947	$	310,783
Other Healthcare
	Elysium Health, Inc.		Senior Secured	12.0%		$	485,515	$	481,710	$	481,710	2/1/2025
	GoForward, Inc.		Senior Secured	11.5%		118,797		95,051		46,363		*
	Hello Heart Inc.		Senior Secured	11.0%		439,894		438,841		438,841		6/1/2025
	Honeybee Health, Inc.		Senior Secured	11.0%		679,770		666,022		666,022		9/1/2025
	Julie Products Inc.		Senior Secured	15.3%		237,698		234,650		234,650		4/1/2026
	Julie Products Inc.		Senior Secured	13.0%		366,753		358,529		358,529		9/1/2025
	Julie Products Inc.		Senior Secured	15.8%		264,681		261,019		261,019		6/1/2026
	Julie Products Inc. Subtotal					869,132		854,198		854,198

40

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
	KBS, Inc.		Senior Secured	14.0%		160,491		152,256		152,256		6/1/2026
	Open Inc.		Senior Secured	13.5%		271,270		263,850		263,850		3/1/2026
	Open Inc.		Senior Secured	14.8%		273,217		270,883		270,883		3/1/2026
	Open Inc. Subtotal					544,487		534,733		534,733
	PrecisionOS Technology Inc. ** ^		Senior Secured	12.0%		261,096		257,207		257,207		7/1/2025
	Therapydia, Inc.		Senior Secured	12.5%		453,077		306,075		306,075		*
	Vessel Health, Inc.		Senior Secured	12.0%		711,734		618,971		471,310		*
	Yuva Biosciences, Inc.		Senior Secured	13.3%		151,845		143,005		143,005		5/1/2026
Other Healthcare Total		3.6%				$	4,875,838	$	4,548,069	$	4,351,720
Other Technology
	Azumo, Inc.		Senior Secured	12.8%		$	957,356	$	913,213	$	548,094	*
	Bankroll Club, LLC		Senior Secured	12.9%		4,262,576		3,955,801		1,051,870		*
	Beautiful Beanfields, Inc.		Senior Secured	6.0%		275,000		255,543		125,523		*
	BloomTech Inc.		Senior Secured	11.3%		299,416		299,416		299,416		5/1/2026
	Brave Care Technologies, Inc.		Senior Secured	12.0%		738,617		681,178		212,314		12/1/2026
	Bryte, Inc.		Senior Secured	10.0%		1,694,943		1,708,964		1,003,561		*
	Candy Club Holdings, Inc.		Senior Secured	8.5%		750,000		734,522		—		*
	Ceres Imaging, Inc.		Senior Secured	12.0%		2,843,184		2,781,445		2,781,445		*
	Coffee.ai Inc.		Senior Secured	11.0%		1,101,447		1,033,864		1,033,864		5/1/2027
	Content Adjacent, Inc.		Senior Secured	12.0%		1,370,177		1,275,059		927,667		*
	CornerUp, Inc.		Senior Secured	15.0%		392,046		359,248		211,951		*
	Creoate Limited ** ^		Senior Secured	14.0%		136,025		134,790		134,790		3/1/2026
	Creoate Limited ** ^		Senior Secured	15.5%		444,128		437,777		437,777		2/1/2027
	Creoate Limited ** ^		Senior Secured	11.8%		327,018		319,831		319,831		12/1/2025
	Creoate Limited Subtotal ** ^					907,171		892,398		892,398
	Digital. Thing(s), Inc.		Senior Secured	12.0%		328,844		293,172		293,172		10/1/2025
	Eguana Technologies, Inc. ** ^		Senior Secured	12.0%		3,107,383		2,762,835		2,389,088		*
	Fanimal, Inc.		Senior Secured	11.8%		578,498		534,576		25,853		*
	Heading Health Inc.		Senior Secured	12.5%		1,208,548		955,616		253,305		*
	Higher Ground Education, Inc.		Senior Secured	12.5%		325,522		324,460		324,460		2/1/2025
	Higher Ground Education, Inc.		Senior Secured	12.5%		1,339,384		1,329,730		1,329,730		6/1/2025
	Higher Ground Education, Inc. Subtotal					1,664,906		1,654,190		1,654,190
	Hint, Inc.		Senior Secured	12.0%		1,527,606		1,479,004		1,479,004		5/1/2025
	Holo, Inc.		Senior Secured	13.5%		242,433		89,505		89,505		*
	Hyphen Technologies, Inc.		Senior Secured	11.5%		1,608,875		1,576,699		1,576,699		3/1/2026
	Intuition Robotics, Inc. ** ^		Senior Secured	12.0%		1,006,125		991,613		991,613		11/1/2025
	Invert Robotics Group, Ltd.** ^		Senior Secured	13.0%		286,146		261,015		261,015		5/1/2025
	Joy Memories, Inc		Senior Secured	12.0%		834,464		771,276		771,276		6/1/2027
	Kibeam Learning, Inc.		Senior Secured	11.5%		231,496		228,325		228,325		6/1/2025
	LendTable Inc.		Senior Secured	14.1%		2,414,807		2,364,069		1,623,465		*
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	11.5%		217,628		201,948		201,948		12/1/2025
	Logistech Solutions Pte. Ltd. ** ^		Senior Secured	12.8%		764,101		755,548		755,548		10/1/2026
	Logistech Solutions Pte. Ltd. Subtotal ** ^					981,729		957,496		957,496
	Mavenform, Inc.		Senior Secured	11.1%		1,453,642		1,445,530		1,145,128		10/1/2025
	Merlin Labs, Inc.		Senior Secured	11.0%		565,162		560,264		560,264		6/1/2025
	Noteleaf, Inc.		Senior Secured	18.0%		2,277,124		1,836,011		—		*
	Ocho Holdings Co.		Senior Secured	11.3%	44.1%	317,157		317,157		317,157		12/1/2024
	Plant Prefab, Inc.		Senior Secured	11.6%		2,887,000		2,286,773		2,067,861		*
	PlantBaby, Inc.		Senior Secured	12.0%		32,637		32,416		32,416		7/1/2025
	PlantBaby, Inc.		Senior Secured	14.3%		76,300		74,791		74,791		5/1/2026

41

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
	PlantBaby, Inc.		Senior Secured	12.0%		47,093		46,250		46,250		5/1/2025
	PlantBaby, Inc.		Senior Secured	13.8%		59,550		56,119		56,119		1/1/2026
	PlantBaby, Inc.		Senior Secured	12.0%		45,953		45,528		45,528		10/1/2025
	PlantBaby, Inc. Subtotal					261,533		255,104		255,104
	Platform Science, Inc.		Senior Secured	12.5%		2,530,661		2,451,050		2,451,050		2/1/2026
	Platform Science, Inc.		Senior Secured	12.5%		2,697,095		2,676,222		2,676,222		3/1/2026
	Platform Science, Inc. Subtotal					5,227,756		5,127,272		5,127,272
	Reali Inc.		Senior Secured	12.5%		11,275,525		8,533,922		23,751		*
	Rise Gardens, Inc.		Senior Secured	11.8%		1,380,944		1,201,703		616,757		*
	Romaine Empire, Inc.		Senior Secured	13.5%		8,887,530		8,764,571		8,764,571		12/1/2027
	SMS OPCO LLC		Senior Secured	8.0%		29,942		11,192		—		*
	Supplant, Inc. ** ^		Senior Secured	16.0%		415,527		410,093		410,093		12/1/2026
	Supplant, Inc. ** ^		Senior Secured	13.0%		1,341,684		1,306,881		1,306,881		7/1/2026
	Supplant, Inc. Subtotal ** ^					1,757,211		1,716,974		1,716,974
	Sustainable Living Partners, LLC		Senior Secured	12.5%		13,967,808		13,094,889		10,926,993		*
	The Farm Project, PBC.		Senior Secured	15.0%		2,272,202		2,252,211		1,916,072		6/1/2026
	TheSquareFoot, Inc.		Senior Secured	18.0%		628,478		325,058		—		*
	Titan Health & Security Technologies, Inc.		Senior Secured	12.0%		445,279		439,569		439,569		8/1/2025
	Umbra Lab, Inc.		Senior Secured	13.5%		2,878,167		2,828,922		2,828,922		4/1/2026
	Velo Holdings Limited		Senior Secured	12.0%		2,471,720		1,065,823		1,065,823		*
	Virtuix Holdings, Inc.		Senior Secured	12.3%		166,629		165,055		165,055		9/1/2025
	Wheels Labs, Inc. **		Senior Secured	12.0%		700,000		700,000		145,328		*
	Zeno Technologies, Inc.		Senior Secured	10.0%		251,129		233,996		233,996		*
	Zimeno Inc.		Senior Secured	11.5%		2,933,530		2,867,300		2,867,300		1/1/2026
	Zimeno Inc.		Senior Secured	11.5%		4,757,352		4,704,217		4,704,217		10/1/2026
	Zimeno Inc. Subtotal					7,690,882		7,571,517		7,571,517
Other Technology Total		56.6%				$	99,406,613	$	90,543,555	$	67,570,223
Security
	Axiado Corporation		Senior Secured	10.5%		$	885,386	$	864,939	$	864,939	10/1/2025
	Axiado Corporation		Senior Secured	10.5%		885,386		885,383		885,383		10/1/2025
	Axiado Corporation Subtotal					1,770,772		1,750,322		1,750,322
	Popily, Inc.		Senior Secured	12.5%		1,998,517		1,559,440		34,704		*
Security Total		1.5%				$	3,769,289	$	3,309,762	$	1,785,026
Software
	Abacum Inc. ** ^		Senior Secured	13.5%		$	1,148,769	$	1,103,285	$	1,103,285	10/1/2026
	Bizly, Inc.		Senior Secured	12.5%		1,636,014		1,594,976		1,594,976		3/1/2027
	BlueCart, Inc.		Senior Secured	14.1%		1,124,923		1,001,277		1,001,277		12/1/2026
	Canopy Technology Corp.		Senior Secured	15.0%		547,212		541,475		541,475		3/1/2026
	Canopy Technology Corp.		Senior Secured	13.5%		610,420		595,815		595,815		11/1/2025
	Canopy Technology Corp. Subtotal					1,157,632		1,137,290		1,137,290
	Chowbus, Inc.		Senior Secured	12.0%		527,766		518,629		518,629		3/1/2025
	Common Sun, Inc		Senior Secured	11.0%		364,513		364,510		364,510		1/1/2027
	Common Sun, Inc		Senior Secured	11.0%		854,040		829,969		829,969		7/1/2026
	Common Sun, Inc Subtotal					1,218,553		1,194,479		1,194,479
	Eskalera, Inc.		Senior Secured	12.0%		1,128,083		1,103,259		792,024		10/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		216,860		209,140		209,140		12/1/2025
	Form Remodel, Inc.		Senior Secured	11.0%		316,562		313,999		313,999		6/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		250,709		249,109		249,109		2/1/2026
	Form Remodel, Inc.		Senior Secured	11.0%		348,469		345,326		345,326		8/1/2026
	Form Remodel, Inc. Subtotal					1,132,600		1,117,574		1,117,574

42

Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Amortized Cost		Fair Value (d)		Final Maturity Date
	FutureProof Technologies, Inc.		Senior Secured	13.5%		640,496		617,606		617,606		6/1/2026
	Grokker, Inc.		Senior Secured	11.5%		243,895		240,305		240,305		4/1/2026
	Grokker, Inc.		Senior Secured	11.5%		96,037		95,610		95,610		3/1/2025
	Grokker, Inc. Subtotal					339,932		335,915		335,915
	HaystacksAI, Inc.		Senior Secured	12.3%		809,810		784,109		546,129		*
	Hoken Holdings Inc.		Senior Secured	13.0%		379,142		359,408		165,361		5/1/2026
	Ketch Kloud, Inc.		Senior Secured	13.0%		6,521,957		6,319,245		6,319,245		4/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		128,333		112,710		112,710		1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		848,283		839,947		839,947		1/1/2027
	Ratio Technologies, Inc.		Senior Secured	11.0%		306,717		303,661		303,661		1/1/2027
	Ratio Technologies, Inc. Subtotal					1,283,333		1,256,318		1,256,318
	Safe Securities Inc.		Senior Secured	11.5%		481,779		478,328		478,328		4/1/2026
	Safe Securities Inc.		Senior Secured	11.5%		1,680,219		1,661,759		1,661,759		9/1/2025
	Safe Securities Inc. Subtotal					2,161,998		2,140,087		2,140,087
	SF Insuretech, Inc.		Senior Secured	13.5%		786,275		786,275		786,275		11/1/2026
	SF Insuretech, Inc.		Senior Secured	13.5%		725,598		725,598		725,598		9/1/2026
	SF Insuretech, Inc.		Senior Secured	13.5%		1,200,388		1,113,723		1,113,723		5/1/2026
	SF Insuretech, Inc. Subtotal					2,712,261		2,625,596		2,625,596
	Swiftly Systems, Inc.		Senior Secured	11.5%		80,788		80,588		80,588		1/1/2025
	Terragon, Inc. ** ^		Senior Secured	12.0%		74,798		76,108		76,108		*
	Traction Apps, Inc. ** ^		Senior Secured	12.0%		669,230		687,621		420,442		*
	UCM Digital Health, Inc.		Senior Secured	12.5%		1,325,856		1,159,785		1,159,785		5/1/2027
	Vesta Housing, Inc.		Senior Secured	11.8%		748,772		722,566		722,566		6/1/2026
	Vesta Housing, Inc.		Senior Secured	11.8%		748,772		739,470		739,470		6/1/2026
	Vesta Housing, Inc. Subtotal					1,497,544		1,462,036		1,462,036
Software Total		21.5%				$	27,571,485	$	26,675,191	$	25,664,750
Technology Services
	Klar Holdings Limited ** ^		Senior Secured	11.8%		$	1,463,620	$	1,438,665	$	1,438,665	8/1/2025
	Loansnap Holdings Inc. **		Senior Secured	10.3%		3,982,300		3,782,386		1,907,838		*
Technology Services Total		2.8%				$	5,445,920	$	5,221,051	$	3,346,503
Wireless
	Juvo Mobile, Inc. **		Senior Secured	12.0%		$	1,002,031	$	975,385	$	975,385	7/1/2026
	Juvo Mobile, Inc. **		Senior Secured	15.5%		338,922		334,592		334,592		7/1/2026
	Juvo Mobile, Inc. Subtotal **					1,340,953		1,309,977		1,309,977
Wireless Total		1.1%				$	1,340,953	$	1,309,977	$	1,309,977
	Grand Total	126.6%				$	212,550,855	$	194,533,292	$	151,064,673

	Ticker Symbol	Percent of Net Assets	Number of Shares	Cost		Fair Value
Cash Equivalents
First American Government Obligations Fund - Class Z	FGZXX	3.8%	4,583,701	$	4,583,701	$	4,583,701
Total Cash Equivalents		3.8%	4,583,701	$	4,583,701	$	4,583,701

*As of December 31, 2024, loans with a cost basis of $95.5 million and a fair value of $53.8 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

**Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2024, 13.2% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As

43

part of this calculation, the numerator consists of the fair value of the Fund's investments in all eligible portfolio companies, and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

^ Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(a) The percentage of net assets that each industry group represents is shown with the industry totals (the sum of the percentages does not equal 100% because the percentages are based on net assets as opposed to total loans).

(b) The interest rate is the designated annual interest rate exclusive of any original issue discount, fees or end of term payment.

(c) The end of term payments are contractually due on the maturity date and are in addition to the interest rate shown. End of term payments are generally the percentage of the final payment divided by the original loan amount and are amortized over the full term of the loan.

(d) There is no readily available market price or secondary market for the Fund’s loan investments, hence the Manager determines fair value of all loan investments presented in the Schedule of Investments based on a most advantageous market and the estimates may include the use of significant unobservable inputs.

    As of December 31, 2024, all loans were made to non-affiliates.

See notes to financial statements.

(Intentionally left blank)

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VENTURE LENDING & LEASING IX, INC.

Notes to Financial Statements

1.ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing IX, Inc. (the “Fund”) was incorporated in Maryland on June 28, 2017 as a non-diversified, closed-end management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and is managed by Westech Investment Advisors LLC (the “Manager” or “Management”) whose ultimate parent is Ridgepost Capital, Inc. (formerly known as P10, Inc.), a Delaware corporation.

The Fund will be dissolved on December 31, 2028 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing IX, LLC (the “Company”). Prior to commencing operations on May 2, 2018, the Fund had no operations other than accruing organizational expenses and the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in June 2017. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on September 22, 2017.

The Fund’s investment objective is to achieve superior risk-adjusted investment returns and it seeks to achieve that objective by providing debt financing to portfolio companies, most of which are private. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments and generally distributes these warrants to its shareholder upon receipt, or soon thereafter. The Fund also has guidelines for the percentages of total assets that are invested in different types of assets. The portfolio investments of the Fund primarily consist of debt financing to early and expansion stage venture capital-backed technology companies.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services - Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments in money market mutual funds with original maturities of 90 days or less. Investments in money market mutual funds are valued at net asset value, which approximates fair value.

As of December 31, 2025, the Fund’s cash was held at two financial institutions: Safra National Bank of New York (“Safra Bank”), which is insured by the Federal Deposit Insurance Corporation (“FDIC”) and Mitsubishi UFJ Financial Group, Inc. (“MUFG Bank”), which is not FDIC-insured. As of December 31, 2024, cash and cash equivalents were held at U.S. Bank National Association (“US Bank”), an FDIC-insured institution and MUFG Bank.

On September 9, 2025, the Manager entered into a new custody agreement on behalf of the Fund, transitioning the Fund’s FDIC-insured cash deposit banking relationship from US Bank to Safra Bank and, on September 12, 2025, the Fund terminated its custody agreement with US Bank.

All cash held at MUFG Bank amounting to $200,000 and $500,000 as of December 31, 2025 and 2024, respectively, is exposed to custodial credit risk in the event of a failure of that institution. Additionally, balances held at the FDIC-insured institution that exceed the federal insurance limit of $250,000, expose the Fund to a concentration of credit risk.

The following table summarizes the Fund’s cash and cash equivalents as of each reporting date:

	December 31, 2025			December 31, 2024
Cash	$	3,294,123		$	500,000
Money market mutual funds*	—			4,583,701
Total cash and cash equivalents	$	3,294,123		$	5,083,701
Percentage of Fund’s net assets	4.0		%	4.3		%
*Refer to the Schedules of Investments for further details.

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Interest on Loans

Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the accretion of discount on loans from warrants included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction are added to the loan discount and accreted over the life of the loan.

Realized Gains and Losses from Loans

Realized gains or losses on the sale of loans are computed using the difference between the amortized cost and the sales proceeds. Realized losses on loan write-offs are recognized when Management determines that a loan is uncollectible.

Investment Valuation

    The Fund accounts for loans for which market quotations are not readily available at fair value as determined in good faith by the Manager, who has been appointed as the Fund's valuation designee, pursuant to Rule 2a-5 under the 1940 Act. Subject to the oversight of the Fund's Board, all valuations are determined under the direction of the Manager, in accordance with the valuation methods described below and Rule 2a-5.

As of December 31, 2025 and 2024, the financial statements included nonmarketable investments of $78.1 million and $151.1 million, respectively (or 95.3% and 94.4% of total assets, respectively), with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the fair values that would have been used had a readily available market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

The Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “most advantageous market”). Because there is no readily available market price and no secondary market for substantially all of the debt investments made by the Fund in its borrowing portfolio companies, Management determines fair value based on a transaction that would occur in the most advantageous market, and on several factors related to each borrower, including, but not limited to, the borrower’s payment history, available cash and “burn rate,” revenues, net income or loss, the likelihood that the borrower will be able to secure additional financing in the future, and an evaluation of the general interest rate environment. The amount of any valuation adjustment considers the estimated amount and timing of cash payments of principal and interest from the borrower and/or liquidation analysis and is determined based upon a credit analysis of the borrower and an analysis of the expected recovery from the borrower, including consideration of factors such as the nature and quality of the Fund’s security interests in collateral, the estimated fair value of the Fund’s collateral, the size of the loan, and the estimated time that will elapse before the Fund achieves a recovery. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all of the loans approximates fair value. Management has evaluated these factors and has concluded that the effect of deterioration in the quality of the underlying collateral, increase in size of the loan, increase in the estimated time to recovery and increase in the most advantageous market effective yield rate would have the effect of lowering the fair value of the current portfolio of loans.

Non-Accrual Loans

The Fund’s policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan payment or for a lesser timeframe, if, in the opinion of Management, the portfolio company either ceases or materially curtails its operations and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status and the related interest is determined to not be collectible, all interest previously accrued but not collected is reversed. Any future interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.

If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule, causing a change in the effective interest rate.

As of December 31, 2025 and 2024, loans with a cost basis of $94.5 million and $95.5 million and a fair value of $55.1 million and $53.8 million, respectively, were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities received in connection with loan transactions are considered to be free standing contracts that are both legally detachable and separately exercisable from the related loan transactions and are measured at fair value at the time of acquisition. Warrants are valued based on a Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.

46

The underlying asset value is estimated based on available information.

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. An increase in the volatility of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.

The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. As of December 31, 2025 and 2024, the Fund assumed the average duration of a warrant is four years. The effect of an increase in the estimated initial term of the warrants used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants. However, the estimated initial term of the warrants is one factor, of many, used in the valuation of warrants, and by itself does not have a significant impact on the results of operations.

The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of an increase in the estimated risk-free rate used in the Black-Scholes option pricing model would have the effect of increasing the fair value of the warrants.

Other Assets and Liabilities

Other assets include costs incurred in conjunction with borrowings under the Fund’s debt facility. These costs are amortized over the term of the facility using the straight-line basis. The amortization of these costs is recorded as interest expense in the Statements of Operations.

The fair values of other assets and accrued liabilities are estimated at their carrying values because of the short-term nature of these assets and liabilities.

The carrying value of the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the Fund.

Commitment Fees

Unearned income and commitment fees on loans are recognized using the effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

Derivative Instruments

The Fund used derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans (see Note 8).

Derivative instruments were carried at fair value based on the quotes obtained from banks, brokers and dealers and adjusted for counterparty risk and the optionality of the interest rate terms. The valuation of the derivative instruments also considered the future expected interest rates on the notional principal balance remaining which was comparable to what a prospective acquirer would pay on the measurement date. Valuation pricing models considered inputs such as forward rates, anticipated interest rate volatility relating to the reference rate, as well as time value and other factors underlying derivative instruments.

The Fund was a party to master netting arrangements with Zions Bancorporation, N.A., however, the Fund had elected not to offset assets and liabilities under these arrangements for financial statement presentation purposes. Contracts were recorded at gross fair value in either derivative assets or derivative liability in the Statements of Assets and Liabilities, depending on whether the fair value of the contract was in favor of the Fund or the counterparty. The changes in fair value were recorded in net change in unrealized gain (loss) from derivative instruments in the Statements of Operations and the monthly interest received or paid on the contract, if any, were recorded in net realized gain (loss) from derivative instruments in the Statements of Operations.

The Fund terminated all of its derivative contracts as of December 31, 2024.

Segment Reporting

In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Fund has determined that it has a single operating and reporting segment. As a result, the Fund’s segment accounting policies are the same as described herein and the Fund does not have any intra-segment sales and transfers of assets.

47

Recent Accounting Pronouncements    

Management has evaluated all Accounting Standards Updates (“ASUs”) issued in 2025 and concluded that none of the new standards are applicable to the Fund or are expected to have a material impact on the Fund’s financial statements. The Fund will continue to monitor standard-setting activities and evaluate the impact of any future ASUs on its financial statements as they are issued.

3. FAIR VALUE DISCLOSURES

The Fund provides asset-based financing primarily to start-up and emerging growth venture-backed companies pursuant to commitments whereby the Fund agrees to finance assets and provide working or growth capital up to a specified amount for the term of the commitment, upon the terms and subject to the conditions specified by such commitment. Even though these loans are generally secured by the assets of the borrowers, the Fund in most cases is subject to the credit risk of such companies. As of December 31, 2025 and 2024, the Fund’s investments in loans were primarily to companies based within the United States and were diversified among borrowers in the industry segments shown in the Schedules of Investments. All loans are senior to unsecured creditors and other secured creditors, unless otherwise indicated in the Schedules of Investments.

The Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, a recovery price. The recovery price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. Because there is no readily available market price and no secondary market for substantially all of the loan investments made by the Fund to borrowing portfolio companies, Management determines fair value (or estimated recovery value) based on a transaction that would occur in the most advantageous market, and several factors related to each borrower.

Loan balances in the Schedules of Investments are listed by borrower. Typically, a borrower’s balance will be composed of several loans drawn under a commitment made by the Fund with the interest rate on each loan fixed at the time each loan is funded. Each loan drawn under a commitment has a different maturity date and amount.

The following tables show the weighted-average interest rate of the performing loans and all loans:

	Performing Loans				All Loans
	For the years ended				For the years ended
	December 31, 2025		December 31, 2024		December 31, 2025		December 31, 2024
Weighted-Average Interest Rate – Cash	13.63	%	14.07	%	6.63	%	11.68	%
Weighted Average Interest Rate – Non-Cash	3.03	%	3.30	%	1.47	%	2.70	%
Weighted-Average Interest Rate	16.66	%	17.37	%	8.10	%	14.38	%

Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants and new loans funded during the period. Warrants and equity securities received in connection with loan transactions are measured at fair value at the time of acquisition; the non-cash portion of interest income represents the accretion of the discount of these warrants over the life of the loan.

The risk profile of a loan changes when events occur that impact the credit analysis of the borrower and loan as discussed in the Fund’s loan accounting policy. Such changes result in the fair value adjustments made to the individual loans, which in accordance with U.S. GAAP, would be based on the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Where the risk profile is consistent with the original underwriting, the cost basis of substantially all of the loans approximates fair value.

All loans as of December 31, 2024 were pledged as collateral for the debt facility, and the Fund’s borrowings were generally collateralized by all assets of the Fund until the debt facility was terminated on September 8, 2025.

Valuation Hierarchy

Under the FASB ASC Topic 820 (“Fair Value Measurement”), the Fund categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Fund’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are defined as follows:

Level 1	Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
Level 2	Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

48

The Fund recognizes transfers between levels, if any, on the actual date of the event of change in circumstances that caused the transfer. There were no transfers in or out of Level 1, 2 or 3 during the years ended December 31, 2025 and 2024.

For fair value disclosure purposes, the Fund has identified two classes of financial instruments: cash equivalents and loan investments. Cash equivalents are valued at the traded net asset value of the money market fund. As a result, these measurements are classified as Level 1. The Fund’s loan investments are individually negotiated and unique, and because there is little to no market in which these assets trade, the unobservable inputs for these assets are valued using estimated recovery values. As a result, the Fund's loan investments are classified as Level 3.

The methodologies primarily employed by Management for valuation purposes consist of valuing loans based on the most advantageous market, as previously discussed, and the “asset recovery” method. The asset recovery method is utilized once Management identifies a troubled loan. This methodology incorporates various alternative outcomes based on all available information as of the valuation date. Each outcome is assigned a weighting depending on the facts and circumstances which exist at the underlying portfolio company. In certain scenarios, Management identifies all relevant remaining assets and the expected value of the proceeds the Fund may receive for selling off tangible assets or intellectual property rights, redeploying those assets to other companies, recovering receivables, etc. In other circumstances, Management considers the portfolio company’s potential ability to raise an additional round of financing or to be acquired which then allows for full or partial recovery of the Fund's loan.

The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of December 31, 2025 and 2024. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.

Investment Type - Level 3
Loan Investments	Fair Value at December 31, 2025	Valuation Techniques / Methodologies	Unobservable Input	Range	Weighted Average (a)
Biotechnology	$650,198	Most advantageous market analysis	Most advantageous market effective yield rate	16%*	16%
Computers & Storage	9,500,276	Asset Recovery	Probability weighting of alternative outcomes	30% - 40%*
Enterprise Networking	2,933,493	Asset Recovery	Probability weighting of alternative outcomes	13% - 35% *
Internet	15,398,723	Most advantageous market analysis	Most advantageous market effective yield rate	20%*	20%
		Asset Recovery	Probability weighting of alternative outcomes	20% - 100%^
Medical Devices	—	Asset Recovery	Probability weighting of alternative outcomes	100%^
Other Healthcare	737,524	Most advantageous market analysis	Most advantageous market effective yield rate	17% - 22%	20%
		Asset Recovery	Probability weighting of alternative outcomes	5% - 100%^
Other Technology	38,880,606	Most advantageous market analysis	Most advantageous market effective yield rate	11% - 26%	17%
		Asset Recovery	Probability weighting of alternative outcomes	5% - 100%^
Security	57,840	Asset Recovery	Probability weighting of alternative outcomes	100%*
Software	8,840,687	Most advantageous market analysis	Most advantageous market effective yield rate	13% - 19%	16%
		Asset Recovery	Probability weighing of alternative outcomes	5% - 100%^
Technology Services	—	Asset Recovery	Probability weighing of alternative outcomes	100%*
Wireless	1,122,333	Most advantageous market analysis	Most advantageous market effective yield rate	20%*	20%
Total Loan Investments	$78,121,680

(a) The weighted-average most advantageous market effective yield rates were calculated using the relative fair value of the loans.

* There is only one loan within this industry that utilizes this valuation technique.

^ Probability weightings vary among loan investments within each industry based on different potential future outcomes.

49

Investment Type - Level 3
Loan Investments	Fair Value at December 31, 2024	Valuation Techniques / Methodologies	Unobservable Input	Range	Weighted Average (a)
Biotechnology	$3,497,275	Most advantageous market analysis	Most advantageous market effective yield rate	16%	16%
Computers & Storage	10,763,242	Most advantageous market analysis	Most advantageous market effective yield rate	14% - 16%	14%
Enterprise Networking	3,310,413	Asset Recovery	Probability weighting of alternative outcomes	10% - 50% *
Internet	29,154,761	Most advantageous market analysis	Most advantageous market effective yield rate	19% - 20%	19%
		Asset Recovery	Probability weighting of alternative outcomes	5% - 100%^
Medical Devices	310,783	Asset Recovery	Probability weighting of alternative outcomes	100%^
Other Healthcare	4,351,720	Most advantageous market analysis	Most advantageous market effective yield rate	12% - 22%	17%
		Asset Recovery	Probability weighting of alternative outcomes	25% - 100%^
Other Technology	67,570,223	Most advantageous market analysis	Most advantageous market effective yield rate	11% - 38%	16%
		Asset Recovery	Probability weighting of alternative outcomes	5% - 100%^
Security	1,785,026	Most advantageous market analysis	Most advantageous market effective yield rate	13%*	13%
		Asset Recovery	Probability weighting of alternative outcomes	25% - 100%^
Software	25,664,750	Most advantageous market analysis	Most advantageous market effective yield rate	13% - 26%	17%
		Asset Recovery	Probability weighing of alternative outcomes	5% - 95%^
Technology Services	3,346,503	Most advantageous market analysis	Most advantageous market effective yield rate	16%*	16%
		Asset Recovery	Probability weighting of alternative outcomes	13% - 50%*
Wireless	1,309,977	Most advantageous market analysis	Most advantageous market effective yield rate	16%*	16%
Total Loan Investments	$151,064,673

(a) The weighted-average most advantageous market effective yield rates were calculated using the relative fair value of the loans.

* There is only one loan within this industry that utilizes this valuation technique.

^ Probability weightings vary among loan investments within each industry based on different potential future outcomes.

Increases (or decreases) in the most advantageous market effective yield rate, in isolation, could result in a significantly lower (or higher) fair value measurement. Likewise, increases (or decreases) in the probability weighting of unfavorable outcomes could decrease (increase) the fair value of loan investments significantly. These sensitivities vary across industry segments and individual borrowers.

50

The following tables present the balances of assets and liabilities as of December 31, 2025 and 2024 measured at fair value on a recurring basis:

As of December 31, 2025
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	78,121,680	$	78,121,680
Total	$	—	$	—	$	78,121,680	$	78,121,680

As of December 31, 2024
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	151,064,673	$	151,064,673
Cash equivalents	4,583,701		—		—		4,583,701
Total	$	4,583,701	$	—	$	151,064,673	$	155,648,374

† For a detailed listing of borrowers comprising this amount, please refer to the Schedules of Investments.

The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:

	For the Year Ended December 31, 2025
	Loans		Warrants		Stocks		Convertible Notes
Beginning balance	$	151,064,673	$	—	$	—	$	—
Acquisitions and originations	—		555,587		1,061,504		799,876
Principal payments on loans, net of accretion	(60,264,231)		—		—		—
Distributions to shareholder	—		(555,587)		(1,061,504)		(799,876)
Net realized loss from loans	(16,650,175)		—		—		—
Net change in unrealized loss from loans	3,971,413		—		—		—
Ending balance	$	78,121,680	$	—	$	—	$	—
Net change in unrealized loss from loans still held at December 31, 2025	$	(11,616,817)

	For the Year Ended December 31, 2024
	Loans		Warrants		Stocks		Convertible Notes and Others
Beginning balance	$	302,804,781	$	—	$	—	$	—
Acquisitions and originations	545,652		1,903,444		5,220,338		3,270,574
Principal payments on loans, net of accretion	(134,971,327)		—		—		—
Distributions to shareholder	—		(1,903,444)		(5,220,338)		(3,270,574)
Net realized loss from loans	(21,669,030)		—		—		—
Net change in unrealized loss from loans	4,354,597		—		—		—
Ending balance	$	151,064,673	$	—	$	—	$	—
Net change in unrealized loss from loans still held at December 31, 2024	$	(14,984,181)

4.    EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average common shares outstanding, including the dilutive effects of potential common shares (e.g., stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share are the same.

5.    CAPITAL STOCK

As of both December 31, 2025 and 2024, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company, which had been fully called and received as of both December 31, 2025 and 2024, was $460.0 million, of which $407.1 million was contributed to the Fund.

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The chart below shows the distributions of the Fund for the years ended December 31, 2025, 2024 and 2023.

	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Cash distributions	$	27,000,000	$	62,042,000	$	100,992,000
Distributions of securities	2,416,967		10,394,356		3,891,734
Total distributions to shareholder	$	29,416,967	$	72,436,356	$	104,883,734

6. DEBT FACILITY

On September 8, 2025, the Fund paid off all outstanding borrowings under its debt facility and terminated the debt facility.

The 1940 Act requires a BDC to meet certain levels of asset coverage with respect to its outstanding “senior securities,” which typically consist of outstanding borrowings under credit facilities and other debt instruments. The Fund was permitted to borrow in any amounts so long as its asset coverage ratio, as defined in the 1940 Act, was at least 150%, after giving effect to such borrowings. As of December 31, 2024, the Fund’s asset coverage for borrowings was 400%.

The Fund was a party to a loan and security agreement (as amended and restated from time to time, the “Amended and Restated Loan and Security Agreement”) with MUFG Union Bank Ltd. acting as the administrative agent and other lenders named therein, that established a secured revolving credit facility.

On October 26, 2023, the Fund entered into a Third Amendment to the Amended and Restated Loan and Security Agreement (the “Third Amendment”) with the lenders named therein. The Third Amendment provided for, among other modifications (i) a decrease in the size of the facility to $185.0 million with a scheduled reduction in commitments on a quarterly basis by an amount equal to 10% (subject to adjustment), commencing with the calendar quarter ending December 31, 2023 until the maturity date, (ii) an increase in the margin paid on SOFR Rate Loans (as defined in the Third Amendment) and Reference Rate Loans (as defined in the Third Amendment), and (iii) an extension of the term of the facility to March 31, 2026.

Borrowings of the Fund were collateralized by all of the assets of the Fund. In the event of default, the Manager's right to receive management fees from the Fund is subordinate to the liens of the lenders.

The Fund paid interest on its borrowings and a fee on the unused portion of the facility. Interest was charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate equal to either (i) for a Reference Rate loan, the Reference Rate plus 1.50% and 1.75%, respectively, (ii) for a SOFR Rate Loan with an interest period of one month, SOFR plus 2.60% and 2.85%, respectively or (iii) for a SOFR Rate Loan with an interest period of three months, SOFR plus 2.65% or 2.90%, respectively. As of December 31, 2024, the Fund’s outstanding borrowings were entirely SOFR Rate Loan. When the Fund used 50.00% or more of the maximum amount available under the Loan Agreement, the applicable commitment fee was 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee was 0.50% of the unused portion. The Fund paid the unused credit line fee quarterly.

Bank fees and other costs of $5.0 million incurred in connection with the acquisition and amendment of the facility had been capitalized and were amortized to interest expense on a straight-line basis over the expected life of the facility. The remaining unamortized fees and costs were immediately expensed upon termination of the debt facility on September 8, 2025. As of December 31, 2024, the remaining unamortized fees and costs were $0.7 million.

The facility was revolving and as such did not have a specified repayment schedule, although advances were secured by the assets of the Fund and thus repayments were required as assets declined. The facility contained various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) unfunded commitment ratio, (iv) maximum quarterly loan loss reserve ratio, (v) maximum annual loan loss reserve ratio and (vi) maximum loan loss test. There were also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures. The Fund was no longer required to maintain derivative instruments because the outstanding principal balance as of December 31, 2024 was less than $40 million. As of December 31, 2024, Management was not aware of instances of non-compliance with financial covenants.

The carrying value of the Fund's borrowings under the debt facility approximates fair value. The fair value of the borrowings leverages rates that are observable at commonly quoted intervals, which is classified as a Level 2 fair value measurement in the fair value hierarchy. As of December 31, 2024, $39.5 million was outstanding under the debt facility.

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7.    MANAGEMENT FEE AND RELATED PARTIES

Management Fee

As compensation for its services to the Fund, from the date of the first capital call, May 1, 2018, the Manager receives a management fee (the “Management Fee”). The aggregate annual amount of the Management Fee for each annual period (which is comprised of four whole fiscal quarters and which, in the case of the first year, commenced on the first day of the first fiscal quarter following the first capital contribution) calculated as a percentage of committed capital, is as follows:

	Management Fee
Year 1	1.575%
Year 2	1.600%
Year 3	1.575%
Year 4	1.500%
Year 5	1.250%
Year 6	0.900%
Year 7	0.600%
Year 8	0.350%
Year 9	0.150%

There will be no Management Fee payable after the ninth-year anniversary of the first capital contribution date.

For the period from January 1, 2025 through June 30, 2025, Management Fees were calculated at 0.60% of the Company's committed capital and for the period from July 1, 2025 through December 31, 2025, Management Fees were calculated at 0.35%. For the period from January 1, 2024 through June 30, 2024, Management Fees were calculated at 0.90% of the Company's committed capital and for the period from July 1, 2024 through December 31, 2024, Management Fees were calculated at 0.60%.

Management Fees of $2.2 million, $3.5 million and $4.9 million were recognized as expenses for the years ended December 31, 2025, 2024 and 2023, respectively.

Related Parties

Certain officers and directors of the Fund also serve as officers and directors of the Manager. The Amended and Restated Articles of Incorporation of the Fund provide for indemnification of directors, officers, employees and agents (including the Manager) of the Fund to the fullest extent permitted by applicable state law and the 1940 Act, including the advance of expenses and reasonable counsel fees. The Amended and Restated Articles of Incorporation of the Fund also contain a provision eliminating personal liability of a Fund director or officer to the Fund or its shareholder for monetary damages for certain breaches of their duty of care. For this reason, the Fund acquired a directors and officers insurance policy.

Transactions with Venture Lending & Leasing VIII, Inc. (“Fund VIII”) 

The Manager also served as the investment manager for Fund VIII. So long as Fund VIII had capital available to invest in loan transactions with final maturities earlier than December 31, 2025, the Fund was able to invest in each portfolio company in which Fund VIII invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund VIII over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund VIII through March 31, 2021, which was the end of Fund VIII's investment period. Fund VIII was deregistered as a BDC with the Securities and Exchange Commission (“SEC”) on October 12, 2023 and distributed all of its remaining assets to its parent, Venture Lending & Leasing VIII, LLC during the year ended December 31, 2023.

Transactions with WTI Fund X, Inc. (“Fund X”)

The Manager also serves as the investment manager for Fund X. So long as Fund X had capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which the Fund's term of existence automatically expires), the Fund was able to invest in each portfolio company in which Fund X invested, subject to the approval of the Fund's Board. The Manager’s allocation process was designed to allocate investment opportunities fairly and equitably among the Fund and Fund X over time, and subject to board approval, was based on a methodology taking into account investment pace, the remaining commitment periods and other relevant factors. The Fund co-invested with Fund X through December 31, 2023, which was the end of the Fund’s investment period.

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The ability of the Fund to co-invest with Fund VIII, Fund X, and other clients advised by the Manager, was subject to the conditions (the “Conditions”) with which the funds were complying while seeking certain exemptive relief from the SEC from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VIII and Fund X, advised by the Manager (but in which the Manager had no proprietary interest) invested in opportunities available to the Fund, the Manager allocated such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Intercreditor Agreements  

In all transactions in which the Fund and other funds managed by the Manager invest or those in which another lender(s) has either invested or may later invest (or in the event a successor fund is raised, in which the Fund and the successor fund invest), it is expected that the Fund and other funds managed by the Manager (or the successor fund as the case may be), and/or the other lender(s) will enter into an intercreditor agreement pursuant to which the Fund and other funds managed by the Manager (or the successor fund), and/or the other lender(s), along with any predecessor funds which still have a balance outstanding, will cooperate in pursuing their remedies following a default by the common borrower. Generally, under such intercreditor agreements, each party would agree that its security interest would be treated in parity with the security interest of the other party, regardless of which security interest would have priority under applicable law. Accordingly, proceeds realized from the sale of any collateral or the exercise of any other creditor’s rights will be allocated between the Fund and other funds managed by the Manager, and any predecessor funds as described above, pro rata in accordance with the amounts of their respective investments. An exception to the foregoing arrangement would occur in situations where, for example, one of the lenders financed specific items of equipment collateral; in that case, usually the lender who financed the specific assets will have a senior lien on that asset, and the other lenders will have a junior priority lien (even though they may ratably share liens of equal priority on other assets of the common borrower). As a result of such intercreditor agreements, the Fund may have less flexibility in pursuing its remedies following a default than it would have had had there been no intercreditor agreement, and the Fund may therefore realize fewer proceeds. In addition, because the Fund and other funds managed by the Manager (or the successor fund) invest at the same time in the same borrower, such borrower would be required to service two loans rather than one. Any additional administrative costs or burdens resulting therefrom may make the Fund a less attractive lender and may make it more difficult for the Fund to acquire such loans.

8.    DERIVATIVE INSTRUMENTS

The Fund used derivative instruments to manage its exposure to interest rates on expected borrowings under its debt facility (see Note 6), as the Fund originates fixed rate loans.

The Fund entered into interest rate collar contracts which mitigated the Fund's exposure to interest rate fluctuations on variable rate index of the debt facility. The collar established a range where the Fund paid the counterparty when the SOFR rate fell below the established floor rate, and the counterparty paid the Fund when the SOFR rate exceeded the established cap rate. The interest rate collar settled monthly.

The Fund terminated all of its derivative contracts as of December 31, 2024. As a result, no unrealized or realized gains or losses from derivatives were recognized for the year ended December 31, 2025.

The following table shows the effect of the Fund's derivative instruments on the Fund's Statements of Operations for the years ended December 31, 2024 and 2023.

		For the Years Ended
Derivative Instruments	Statements of Operations Caption	December 31, 2024		December 31, 2023
Interest rate collar	Net change in unrealized loss from derivative instruments	$	(3,049,177)	$	(7,595,174)
	Net realized gain from derivative instruments	$	3,493,050	$	8,948,922

9. TAX STATUS

The Fund has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”) and operates in a manner to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in "qualifying assets" will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of December 31, 2025, the Fund has met the BDC and RIC requirements. The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal income tax return for 2019.

In order to qualify for favorable tax treatment as a RIC, the Fund is required to distribute annually to its shareholder at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Fund must distribute annually at least 98% of its ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Fund chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to its shareholder. The Fund will accrue excise tax on estimated undistributed taxable income as required.

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The cost of investments for federal income tax purposes reported on the Schedule of Investments as of December 31, 2025 and 2024 was $117.6 million and $194.5 million, respectively. At December 31, 2025 and 2024, gross unrealized gains on investments were $0, gross unrealized losses on investments were $39.5 million and $43.5 million, respectively, and net unrealized losses on investments were $39.5 million and $43.5 million, respectively.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts. As of December 31, 2025 and 2024, there were no book reclassification of dividends and distributions and other permanent book and tax differences, among the Fund's capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. For income tax purposes, the distributions paid to the shareholder are reported as ordinary income, return of capital, or a combination thereof. For the years ended December 31, 2025 and 2024, the tax character of distributions paid was ordinary income in the amount of $0 and $1.8 million, and return of capital of $29.4 million and $70.6 million, respectively.

As of December 31, 2025 and 2024, the components of total distributions on a tax basis were as follows:

	December 31, 2025		December 31, 2024
Accumulated capital losses	$	(38,402,071)	$	(21,751,896)
Other temporary differences	(13,488,760)		(1,063,571)
Distributions in excess of net investment income	(234,261,494)		(221,494,702)
Net unrealized depreciation	(39,497,207)		(43,468,620)
Total distributions	$	(325,649,532)	$	(287,778,789)

As of December 31, 2025, the Fund had no undistributed earnings. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares.

The Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed. As of December 31, 2025 and 2024, the Fund had no uncertain tax positions and no capital loss carryforwards.

10. CONTINGENCIES

In the normal course of business, the Manager may enter into certain contracts, on behalf of the Fund, that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made that have not yet occurred. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

11. SEGMENT INFORMATION

The Fund operates through a single operating and reportable segment with an objective to invest and generate returns by providing debt financing to start-up and emerging growth venture-back companies across various geographies, primarily in the U.S.; revenues are derived from interest income earned on the debt financing. The Fund's chief operating decision maker (“CODM”) is comprised of the officers of the Fund (inclusive of the Chief Executive Officer and Chief Financial Officer, among others) and evaluates segment performance and makes operating decisions of the Fund based on the net increase (or decrease) in net assets from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in deciding whether to reinvest in the segment (i.e., loan fundings), call capital, pay dividends or service its debt. As the Fund’s operations comprise a single reportable segment, the segment assets are reflected on the accompanying Statements of Assets and Liabilities as “Total assets” and the significant segment expenses are listed on the accompanying Statements of Operations.

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12. FINANCIAL HIGHLIGHTS

U.S. GAAP requires disclosure of financial highlights of the Fund for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.

The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.

The ratios of expenses and net investment income to average net assets, calculated below, are computed based upon the aggregate weighted average net assets of the Fund for the periods presented. Net investment income is inclusive of all investment income, net of expenses and excludes realized or unrealized gains and losses.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented.

The following per share data and ratios have been derived from the information provided in the financial statements:

	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Year Ended December 31, 2021
Total return	(7.78		%)	1.84		%	9.86		%	26.49		%	33.72		%
Per share amounts:
Net asset value, beginning of year	$	1,193.46		$	1,886.90		$	2,682.12		$	2,301.94		$	1,833.27
Net investment income	42.25			199.63			457.23			644.03			709.50
Net realized and change in unrealized loss from loans and derivative instruments	(126.79)			(168.71)			(203.62)			(60.35)			(47.54)
Net increase (decrease) in net assets resulting from operations	(84.54)			30.92			253.61			583.68			661.96
Distributions of income to shareholder	—			(17.87)			(485.65)			(629.08)			(694.82)
Return of capital to shareholder	(294.17)			(706.49)			(563.18)			(189.42)			(523.47)
Contributions from shareholder	—			—			—			615.00			1,025.00
Net asset value, end of year	814.75			1,193.46			1,886.90			2,682.12			2,301.94
Net assets, end of year	$	81,475,468		$	119,346,211		$	188,689,833		$	268,212,295		$	230,193,551
Ratios to average net assets:
Expenses	4.75		%	7.99		%	9.66		%	7.95		%	6.69		%
Net investment income	4.03		%	13.27		%	19.54		%	26.17		%	31.60		%
Portfolio turn-over rate	—		%	—		%	1.50		%	0.38		%	—		%
Average debt outstanding	$14,730,769			$84,153,846			$198,192,308			$264,153,846			$206,569,231

13. SUBSEQUENT EVENTS

Management evaluated subsequent events through the date of this Annual Report on Form 10-K and determined that no subsequent events had occurred that would require accrual or disclosure in the financial statements.

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EX-10.3

AMENDED AND RESTATED CUSTODIAL AGREEMENT THIS AMENDED AND RESTATED CUSTODIAL AGREEMENT (this “Agreement”) dated as of October 16, 2025 between VENTURE LENDING & LEASING IX, INC. (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., (as successor to Wells Fargo Bank, National Association), as custodian (in such capacity, the “Custodian”) amends and restates in its entirety that certain Custodial Agreement dated as of December 11, 2019, between the Owner and the Custodian. W I T N E S S E T H: WHEREAS, the Owner has acquired or will acquire, from time to time, certain loans and other financings (the “Owner’s Assets”); WHEREAS, the Owner desires to deposit the proceeds from the Assets and other book- entry or certificated securities (the “Custodial Assets”) and certain certificates, assignment agreements and other documents related to the Assets (the “Documents” and together with the Custodial Assets, the “Assets”) with the Custodian to hold on the Owner’s behalf and to direct the Custodian with respect to the transfer and release thereof; NOW, THEREFORE, the parties hereto agree as follows: 1. (a) The Owner hereby appoints the Custodian as custodian of the Assets pursuant to the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Assets delivered to the Custodian by the Owner pursuant to the terms hereof, and agrees to hold, release and transfer the same in accordance with the provisions of this Agreement. There shall be, and hereby is, established by the Owner with the Custodian a non-interest bearing securities account which will be designated the “VENTURE LENDING & LEASING IX, INC.- Custodial Account” (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Custodian and Owner in administering the Custody Account (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”). All Assets to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 12 hereof and all Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Owner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this Agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Custodian shall have no obligations in connection with the transfer or re-registration of any physical certificates representing Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring re-registering such Assets. Assets or proceeds thereof shall be withdrawn from and credited to the Account only upon Proper Instructions pursuant to Section 4 hereof.

(b) On or prior to the date of delivery of any Document to the Custodian, the Owner shall deliver to the Custodian a checklist (the “Document Checklist”) which shall list each of the Documents being delivered to the Custodian, and whether each Document is an original or a copy. Within five (5) business days of its receipt of any Documents and the Document Checklist, the Custodian shall review the Documents delivered to it and confirm in writing that all Documents required to be delivered pursuant to the Document Checklist have been delivered and are in the possession of the Custodian. In the event any of the Documents identified on the Document Checklist are not delivered to the Custodian, the Custodian shall include as an attachment to such written confirmation an exception list identifying those Documents that have not been delivered to the Custodian. In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Documents hereunder to the Custodian, the Owner shall provide to the Custodian an electronic file (in EXCEL or a comparable format acceptable to the Custodian) of the related Document Checklist that contains a list of all required Documents. For the avoidance of doubt, other than the foregoing, the Custodian shall not have any responsibility for reviewing any Documents. All Documents that are originals shall be kept in fire resistant vaults, rooms or cabinets. All Documents that are originals shall be placed together with an appropriate identifying label disclosing the security interest of the Secured Party and maintained in such a manner so as to permit retrieval and access. All Documents that are originals shall be clearly segregated from any other documents or instruments maintained by the Custodian. All Documents that are delivered to the Custodian in electronic format shall be saved and maintained in a manner so as to permit retrieval and access. Upon the Secured Party’s request with five business days’ prior written notice to the Custodian, the Documents shall be subject to the Secured Party’s inspection during normal business hours and at the expense of the Owner. (c) For the avoidance of doubt, the Account (including income, if any, earned on the investments of funds in such account) will be owned by the Owner, for federal income tax purposes. Such Owner is required to provide to the Custodian (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Custodian as may be necessary (i) to reduce or eliminate the imposition of U.S. withholding taxes and (ii) to permit Custodian to fulfill its tax reporting obligations under applicable law with respect to the Account or any amounts paid to Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, Owner shall timely provide to the Custodian accurately updated and complete versions of such IRS forms or other documentation. Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Custodian, shall have no liability to Owner or any other person in connection with any tax withholding amounts paid or withheld from the Account pursuant to applicable law arising from Owner’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Account absent the Custodian having first received (i) the requisite Proper Instructions, and (ii) the IRS forms and other documentation required by this paragraph. (c) In the event the Custodian receives instructions from the Owner to effect a securities transaction as contemplated in 12 CFR 12.1, the Owner acknowledges that upon its written request and at no additional cost, it has the right to receive the notification from the Custodian after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Owner agrees that, absent specific request, such notifications shall not be provided by the Custodian hereunder, and in lieu of such notifications, the Custodian shall make available periodic account statements in the manner required by this Agreement.

2. The Custodian shall not invest immediately available funds held hereunder in the absence of Proper Instructions and shall not be liable for not investing or reinvesting funds in accordance with this Agreement in the absence Proper Instructions. In connection with investments of available cash pursuant to Proper Instructions, the Custodian may without liability use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with the Custodian or any of its affiliates. The Custodian is not responsible for the assets of the Owner which have been placed in accounts with brokers, prime brokers, counterparties, futures commission merchants and other intermediaries. The Custodian or any of its affiliates may receive reasonable compensation with respect to any such investment. It is expressly agreed and understood by the parties hereto that the Custodian shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Agreement. 3. The Owner shall instruct the Custodian in writing with regard to (a) the exercise of any rights or remedies with respect to the Assets, including, without limitation, waivers and voting rights, and (b) taking any other action in connection with the Assets, including, without limitation, any purchase, sale, conversion, redemption, exchange, retention or other transaction relating to the Assets. In the absence of any instructions provided to the Custodian by the Owner, the Custodian shall have no obligation to take any action with respect to the Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian be obligated to bring legal action or institute proceedings against any person on behalf of the Owner. 4. The Custodian shall hold the Assets in safekeeping and shall release and transfer same only in accordance with Proper Instructions. “Proper Instructions” shall mean written instructions or cabled, telexed, facsimile or electronically transmitted instructions in respect of any of the matters referred to in this Agreement purported to be signed (except in the case of electronically transmitted instructions) by one or more persons duly authorized to sign on behalf of the Owner as set forth in the Authorized Signers List on Exhibit A hereto (each such person (an “Authorized Signer”) and, in the case of electronically transmitted instructions, in accordance with such authentication procedures as may be agreed by the Custodian and the Owner from time to time, and in the case of any instructions to credit an Asset to the Accounts or to release any Asset from the Accounts, in accordance with the terms hereof. Any electronically delivered instructions, including by email or facsimile, received from or on behalf of any Authorized Signer, or any email or facsimile received from another individual on behalf of the Owner in which any Authorized Signers are also identified as copied, shall constitute Proper Instructions. Notwithstanding anything herein to the contrary, upon receipt of any cash distributions attributable to the Assets, until such time as the Custodian otherwise receives a Proper Instruction to the contrary, the Custodian is hereby instructed (such instruction a Proper Instruction hereunder) to remit such amounts pursuant to the following wire instructions: [Bank Name] [ABA #] [Account Name] [Account #] In addition, Proper Instructions may include instructions and directions given by electronic transmission administered by the Society for Worldwide Interbank Financial Telecommunication (“SWIFT Messaging”), as well as certain other electronically transmitted instructions, such as FTP or other online portal. The Owner understands that the Custodian cannot determine the identity of the actual sender of

Proper Instructions sent by SWIFT Messaging and such other methods of electronically transmitted instructions, and agrees that the Custodian may conclusively presume that such directions have been sent by an Authorized Signer. The Owner shall assure that only Authorized Signers shall transmit Proper Instructions from the Owner to the Custodian and shall safeguard the use and confidentiality of applicable user and authorization codes, passwords, and/or authentication keys upon receipt by the Owner. The Custodian shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions or directions given by SWIFT Messaging or any other electronically transmitted instructions for which the identity of the actual sender cannot be identified, including but not limited to any overdrafts. The Owner shall assume all risks arising out of the use of SWIFT Messaging and any other electronic transmission methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions and the risk of interception and misuse by third parties, shall fully inform itself of the protections and risks associated with transmitting instructions and directions to the Custodian by SWIFT Messaging and other electronic transmission methods. The Owner acknowledges that there may be more secure methods of transmitting instructions and directions than SWIFT Messaging and other electronic messaging. 5. The Custodian shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and the Custodian shall satisfy those duties expressly set forth herein so long as it acts in good faith and without gross negligence or willful misconduct. The Custodian may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial in nature. The Custodian may consult with and obtain advice from legal counsel as to any provision hereof or its duties hereunder and shall not be liable for action taken or omitted by it in good faith and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon. The Custodian shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby, except for actions arising from the gross negligence or willful misconduct of the Custodian. The Custodian shall have no liability for loss arising from any cause beyond its control, including but not limited to, the act, failure or neglect of any agent or correspondent selected with due care by the Custodian, any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; or the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. Notwithstanding anything in this Agreement to the contrary, in no event shall the Custodian be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits). Without limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties and the Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility and, accordingly, shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to the parties hereto. It is the intention of the parties hereto that the Custodian shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or through agents or attorneys, and the Custodian shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it.

The Custodian is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of this Agreement or any part hereof (except with respect to the Custodian's obligations hereunder) or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution hereof or for the identity or authority of any person executing this Agreement or any part hereof (except with respect to the Custodian) or depositing the Assets. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder unless written notice thereof is received by the Custodian. It is expressly acknowledged by the Owner that application and performance by the Custodian of its various duties hereunder may be based upon, and in reliance upon, data, information and notice provided to it by the Owner and/or any related bank agent, obligor or similar party with respect to the Assets, and the Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). The Custodian shall not be liable for the actions or omissions of, or any inaccuracies in the records of, the Owner or any clearing agency or depository or any other Person and without limiting the foregoing, the Custodian shall not be under any obligation to monitor, evaluate or verify compliance by the Owner or any other Person with any agreement or applicable law. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Owner agrees that the Custodian shall not have nor shall be implied to have any duties with respect to furnishing reports of the Owner or other information as contemplated by the Investment Advisors Act of 1940 (the “Act”) or Rule 206(4)-2 under the Act, and the Custodian shall only be obligated to furnish information to the Owner or to any third party to the extent directed by the Owner pursuant to Proper Instructions as set forth in this Agreement and agreed to by the Custodian, or as the Owner and Custodian may otherwise agree. 6. The Owner agrees to indemnify, defend and hold the Custodian, its officers, directors, employees and agents (collectively, “Indemnified Persons”) harmless from and against any and all losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities that may be incurred by any Indemnified Person arising directly or indirectly out of or in connection with this Agreement, including the reasonable legal costs and expenses as such expenses are incurred (including, without limitation, the expenses of any experts, counsel or agents) of (a) investigating, preparing for or defending itself against any action , claim or liability in connection with its performance hereunder or thereunder or (b) enforcement of the Owner’s indemnification obligations hereunder. The Owner also hereby agrees to hold the Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any expense related thereto, which may be imposed, or assessed with respect to any Assets in the Account and also agrees to hold the Custodian and its respective nominees harmless from any liability as record holder of Assets in the Account. The Owner may remit payment for expenses and indemnities owed to the Custodian hereunder or, in the absence thereof, the Custodian may from time to time deduct payment of such amounts from the Account. In no event, however, shall the Owner be obligated to indemnify any Indemnified Person and hold any Indemnified Person harmless if a court of competent jurisdiction determines, on a judgment not subject to appeal, that such losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities were incurred by any Indemnified Person as a result of its own bad faith, willful misconduct or gross negligence. The provisions of this section shall survive the termination of this Agreement. 7. The Custodian shall be entitled to be paid by the Owner a fee as compensation for its services as set forth in the separate Fee Letter (the “Fee Letter”) agreed to by the parties hereto. Except as otherwise noted, this fee covers account acceptance, set up and termination expenses, plus usual and customary related administrative services such as safekeeping, investment, collection and distribution of assets, including normal record-keeping/reporting requirements. Any additional services beyond those specified in this Agreement, or activities requiring excessive administrator time or out-of-pocket expenses, shall be performed only after reasonable prior notice is given to the Custodian by the Owner and shall be deemed extraordinary expenses for which related costs, transaction charges and additional fees will be

billed at the Custodian's standard charges for such items. The Owner agrees to pay or reimburse the Custodian for all out-of-pocket costs and expenses (including without limitation reasonable fees and expenses of legal counsel) incurred, and any disbursements and advances made, in connection with the preparation, negotiation or execution of this Agreement, or in connection with or pursuant to consummation of the transactions contemplated hereby, or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement. 8. If the Owner is unwilling or unable to pay the Custodian any amounts due hereunder or to indemnify any indemnified party hereunder, the Custodian may, in its sole discretion, withdraw any cash in the account and the Custodian shall apply such cash toward any fees, expenses and indemnities that it (or any indemnified party) may be due hereunder. The Owner hereby consents to and authorizes such action by the Custodian, and the Custodian shall have no liability for any action taken pursuant to this authorization. The Custodian agrees to provide Owner with written notice prior to taking any action pursuant to this Section 8. 9. The Custodian may at any time resign hereunder by giving written notice of its resignation to the Owner at least ninety (90) days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation, the Assets hereunder shall be delivered by it to such person as may be designated in writing by the Owner, whereupon all the Custodian’s obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, all obligations of the Custodian hereunder shall, nevertheless, cease and terminate. The Custodian’s sole responsibility thereafter shall be to keep safely all Assets then held by it and to deliver the same to a person designated by the Owner or in accordance with the direction of a final order or judgment of a court of competent jurisdiction. The Owner may remove the Custodian at any time by giving the Custodian at least sixty (60) days’ prior written notice. Upon receipt of the identity of the successor Custodian as designated by the Owner in writing, the Custodian shall either deliver the Assets then held hereunder to the successor Custodian, less the Custodian’s fees, costs and expenses or other obligations owed to the Custodian, or hold such Assets (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the Assets to successor Custodian, the Custodian shall have no further duties, responsibilities or obligations hereunder. 10. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, without giving effect to the conflict of law principles thereof. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal Court sitting in the Borough of Manhattan in the City of New York in any proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims in respect of any such proceeding may be heard and determined in any such New York State or Federal court. The parties hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such proceeding. The parties agree that a final non-appealable judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 11. This Agreement may not be assigned or transferred by the Owner. This Agreement shall remain in full force and effect until the earlier to occur of (a) the transfer or release of all of the Assets in accordance with the written instructions of the Owner in respect thereto and (b) the transfer by the Owner of its rights and interests in the Assets. The parties hereto shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the Custodian and the Owner. Any organization or entity into which the Custodian may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any

organization or entity succeeding to all or substantially all of the corporate trust business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 12. Any delivery of physical Assets or any notices or other communications hereunder (including Proper Instructions delivered to the Custodian) shall be in writing and given at the addresses stated below, by prepaid first class mail, overnight courier or facsimile. If to the Owner: VENTURE LENDING & LEASING IX, INC. 104 La Mesa Dr. Portola Valley, CA 94028 Attn: Chief Financial Officer Email: jared@westerntech.com If to the Custodian: With respect to the delivery of physical Assets: Computershare Trust Company, N.A. Attn: CTSO Mail Room 1505 Energy Park Drive St. Paul, MN 55108 Ref: VENTURE LENDING & LEASING IX, INC. Email: SASCustodyteam@computershare.com For all other purposes: Computershare Trust Company, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attn: Securities Custody Services Ref: VENTURE LENDING & LEASING IX, INC. Email: SASCustodyteam@computershare.com 13. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT. 14. The Owner acknowledges that in accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Custodian in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account

with the Custodian. The Owner hereby agrees that it shall provide the Custodian with such information as it may request including, but not limited to, the Owner’s name, physical address, tax identification number and other information that will help the Custodian to identify and verify the Owner’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. 15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Facsimile signatures and signature pages provided in the form of a “pdf” or similar imaged document transmitted by electronic mail shall be deemed original signatures for all purposes hereunder. [SIGNATURE PAGE FOLLOWS]

Executed as of the date first above written. VENTURE LENDING & LEASING IX, INC., as Owner By: /s/ Jared Thear Name: Jared Thear Title: CFO CCO COMPUTERSHARE TRUST COMPANY, N.A., as Custodian By: /s/ Stephen J. Moore Name: Stephen J. Moore Title: VP

Exhibit A Authorized Signers List Each of the following named officers is authorized to act for, and bind, VENTURE LENDING & LEASING IX, INC., as Owner (the “Owner”) with respect to matters concerning that certain Amended and Restated Custodial Agreement dated as of October 16, 2025, between Computershare Trust Company, N.A. and the Owner: /s/ David Wanek David Wanek President and CEO Signature Name of Officer Title 104 La Mesa Drive, Suite 102 Portola Valley, CA 94028 Business Address /s/ Maurice Werdegar Maurice Werdegar Chairman of the Board Signature Name of Officer Title 104 La Mesa Drive, Suite 102 Portola Valley, CA 94028 Business Address /s/ Jared Thear Jared Thear CFO and CCO Signature Name of Officer Title 104 La Mesa Drive, Suite 102 Portola Valley, CA 94028 Business Address /s/ Rodolfo Ruano Rodolfo Ruano Vice President Signature Name of Officer Title 104 La Mesa Drive, Suite 102 Portola Valley, CA 94028 Business Address

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David R. Wanek, certify that:

1.I have reviewed this annual report on Form 10-K of Venture Lending & Leasing IX, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2026

/s/ David R. Wanek

David R. Wanek

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jared S. Thear, certify that:

1.  I have reviewed this annual report on Form 10-K of Venture Lending & Leasing IX, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 132-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2026

/S/ Jared S. Thear

Jared S. Thear

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Venture Lending & Leasing IX, Inc. (the “Fund”) on Form 10-K for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David R. Wanek, Chief Executive Officer of the Fund, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of

operations of the Fund.

/s/ David R. Wanek

David R. Wanek

President and Chief Executive Officer

(Principal Executive Officer)

March 13, 2026

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Venture Lending & Leasing IX, Inc. (the “Fund”) on Form 10-K for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jared S. Thear, Chief Financial Officer of the Fund, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Fund.

/s/ Jared S. Thear

Jared S. Thear

Chief Financial Officer

(Principal Financial Officer)

March 13, 2026