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): ~~September~~November 117, 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 42.0102. ~~Changes~~Results inof ~~Registrant’s~~Operations ~~Certifying~~and ~~Accountant~~Financial Condition.

On November 7, 2025, Rand Capital Corporation (athe “Company”) ~~Replacement~~issued a press release announcing its results for the third quarter ended September 30, 2025. A copy of ~~Previous~~the ~~Independent~~release ~~Registered~~is ~~Public~~furnished ~~Accounting~~with ~~Firm~~this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

OnThe ~~September~~information ~~11,~~contained ~~2025,~~in ~~the~~this ~~Audit~~report ~~Committee~~under ~~(the~~Item ~~“Audit~~2.02 ~~Committee”)~~is ofbeing ~~the~~furnished ~~Board~~and shall not be deemed filed for purposes of ~~Directors~~Section (18 of the Securities ~~“Board”)~~Exchange Act of ~~Rand Capital~~1934, ~~Corporation~~as amended (the “~~Company~~Exchange Act”), ~~and~~or ~~the~~otherwise ~~Board~~subject ~~each~~to ~~approved~~ the ~~replacement~~liabilities of ~~Freed~~that ~~Maxick,~~section. The Pinformation contained in this report under Item 2.C.02 ~~(“FM”) as~~shall ~~the~~not ~~Company’s~~be ~~independent~~incorporated ~~registered~~by ~~public~~reference ~~accounting~~into ~~firm,~~any ~~due~~registration tostatement ~~the~~or ~~acquisition~~other document offiled ~~certain~~pursuant ~~assets~~to ofthe FMSecurities byAct ~~Withum~~of ~~Smith+Brown~~1933, PC ~~(“Withum”)~~as amended, ~~effective~~or ~~immediately~~the Exchange Act, ~~and~~except ~~informed~~as FMshall ofbe ~~such~~expressly ~~replacement~~set onforth ~~the~~by ~~date~~specific reference ~~thereof~~in ~~(the~~such ~~“Replacement”)~~filing.

~~The audit~~Item ~~reports~~7.01. ofRegulation FMFD on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principlesDisclosure.

~~During~~The ~~the~~ Company’s ~~fiscal~~has ~~years~~updated ~~ended~~its ~~December~~earnings ~~31,~~conference ~~2023~~call ~~and~~slide ~~2024,~~presentation ~~and~~for the ~~subsequent~~third ~~interim~~quarter ~~period~~ended ~~through~~ September 1130, 2025, ~~(i) there~~and ~~were~~will nomake ~~“disagreements,”~~it available ason ~~defined~~the inCompany’s ~~Item~~website ~~304(a)(1)(iv)~~at ~~of Regulation S-K~~www.randcapital.com, ~~with~~under FM“Investors”. onThe ~~any~~slide ~~matter~~presentation ofwill ~~accounting~~be ~~principles~~referenced orduring ~~practices,~~the ~~financial~~Company’s ~~statement~~earnings ~~disclosure,~~conference orcall. ~~auditing~~The ~~scope~~information orfound ~~procedure~~on, ~~which~~or ~~disagreements,~~otherwise ifaccessible ~~not resolved to the satisfaction of FM~~through, ~~would have caused FM to make reference to~~ the ~~subject matter of the disagreement(s) in connection with its reports on the~~ Company’s website ~~consolidated~~is ~~financial~~not ~~statements~~incorporated ~~for~~by ~~such~~reference ~~period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K~~herein.

~~The Company~~Item provided FM with a copy of the disclosures in this Current Report on Form 8-K and requested that FM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein9. ~~A copy of such letter, which is dated September 11, 2025, is filed as Exhibit 16~~01.1 toFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K~~Exhibits.

(bd) ~~Appointment of New Independent Registered Public Accounting Firm~~ Exhibits

In connection with the Replacement, on September 11, 2025, the Audit Committee and the Board each approved the engagement of Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

Exhibit Number		Description of Exhibit

99.1		Press Release, dated November 7, 2025.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

During the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through September 11, 2025, neither the Company nor anyone acting on its behalf consulted with Withum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.SIGNATURES

~~Item~~Pursuant to ~~9.01.~~the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	RAND CAPITAL CORPORATION

Date: November 7, 2025

	By:	/s/ Margaret Brechtel
	Name:	Margaret Brechtel
	Title:	Chief Financial Officer

Exhibit Number		Description of Exhibit
16.1		Letter of Freed Maxick, P.C., dated September 11, 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: September 11, 2025
	By:	/s/ Margaret Brechtel
	Name:	Margaret Brechtel
	Title:	Chief Financial Officer

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