UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~May~~June 146, 2025

VARAGON CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)



Maryland	000-56450	30-1206578
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


151 West 42nd Street, 53rd Floor
New York, New York	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 235-2600

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~June 146, 2025, Charles Riceman and Varagon Capital Corporation ~~released~~(the an“Company”) ~~earnings~~agreed ~~presentation~~that ~~relating~~Mr. toRiceman ~~its~~will ~~financial~~retire ~~results~~from ~~for~~his ~~the~~position ~~quarter~~as ~~ended~~Co-President ~~March~~of 31the Company, ~~2025~~effective immediately. ~~The~~Mr. ~~earnings~~Riceman’s ~~presentation~~retirement is ~~attached~~not asa ~~Exhibit~~result 99of any disagreement with the Company’s operations, policies or practices.1 toIn ~~this~~connection ~~Current~~with ~~Report~~the onforegoing, ~~Form~~Kevin 8Marchetti, who along with Mr. Riceman was Co-KPresident ~~and~~of isthe ~~incorporated~~Company, ~~herein~~was appointed as the President of the Company by ~~reference~~the Company’s board of directors, effective immediately. Mr. Marchetti’s role with the Company will not change as a result of his new title.

Item 7.01. Regulation FD Disclosure.

The information provided in Item 2.02 of this Current Report on Form 8-K is incorporated in this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
99.1						First Quarter 2025 Earnings Presentation.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VARAGON CAPITAL CORPORATION
Date: May 14, 2025	By:	/s/ Walter J. Owens
Date: June 12, 2025	By:	/s/ Walter J. Owens
		Name:	Walter J. Owens
		Title:	Chief Executive Officer

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