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): ~~April~~ 23May 5, 2025

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York

814-00235

16-0961359

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1405 Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices) (Zip Code)

(716) 853-0802

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

	☐	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
Common Stock, $0.10 par value		RAND		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 52.0702. ~~Submission~~Results of ~~Matters~~Operations onand aFinancial ~~Vote of Security Holders~~Condition.

~~The 2025 Annual Meeting of Shareholders (the “Annual~~On ~~Meeting”)~~May of5, 2025, Rand Capital Corporation (the “Company”) ~~was~~issued ~~held~~a onpress ~~April~~release ~~23,~~announcing ~~2025.~~its ~~Proxies~~results ~~were~~for ~~solicited~~the ~~pursuant~~first toquarter ~~the~~ended ~~Company’s proxy statement filed on~~ March 1431, 2025. ~~with~~A ~~the~~copy ~~Securities and Exchange Commission under Section 14(a)~~ of the ~~Securities Exchange~~release ~~Act~~is offurnished ~~1934,~~with asthis ~~amended.~~report ~~There~~as ~~was~~Exhibit ~~no solicitation in opposition to the Company’s solicitation~~99.1 ~~Set~~and ~~forth below~~ is aincorporated ~~brief description~~by ofreference ~~each~~into ~~matter~~this Item ~~voted on at the Annual Meeting and the final voting results~~2.02.

~~Proposal~~The information 1contained –in ~~ELECTION~~this OFreport ~~DIRECTORS~~under Item 2.02 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

InItem ~~accordance~~7.01. ~~with~~Regulation ~~the~~FD ~~results below, each nominee listed below was re-elected to serve as a director~~Disclosure.

	Votes For	Votes Withheld	Broker Non-Votes
Benjamin E. Godley	2,085,846	6,069	351,499
Adam S. Gusky	2,084,809	7,106	351,499
Cari L. Jaroslawsky	2,084,829	7,086	351,499
Erland E. Kailbourne	2,080,846	11,069	351,499
Robert M. Zak	2,080,935	10,980	351,499

The Company has updated its earnings conference call slide presentation for the first quarter ended March 31, 2025, and will make it available on the Company’s website at www.randcapital.com, under “Investors”. The slide presentation will be referenced during the Company’s earnings conference call. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference herein.

~~Proposal~~Item 29.01. –Financial ~~RATIFICATION~~Statements OFand ~~APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Exhibits.

In(d) ~~accordance with the results below, the selection of Freed Maxick, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified.~~Exhibits

Votes For	Votes Against	Abstentions	Broker Non-Votes
Exhibit Number	Description of Exhibit
2,428,455	1,165	13,794	–
99.1	Press Release, dated May 5, 2025.
104	Cover Page Interactive Data File (the cover page XBRL tags are 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.

	RAND CAPITAL CORPORATION
Date: April 24, 2025
Date: May 5, 2025
	By:	/s/ ~~Daniel~~Margaret ~~P. Penberthy~~Brechtel
		Name: Daniel P. Penberthy
	Name:	Margaret Brechtel
		Title: President and Chief Executive Officer
	Title:	Chief Financial Officer

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