🧾 What This Document Is

This is a DEF 14A, also known as a "Proxy Statement." It's a formal notice sent to shareholders before an annual meeting. Its main job is to ask shareholders to vote on important company decisions. Think of it as an agenda and a voting guide for the big yearly owner meeting.

👉 In simple terms: The company is saying, "Here's what we need you to vote on, here's who is running the show, and here's how you can have your say."

📅 The Annual Meeting: What & When

The company's 2026 Annual Meeting of Stockholders is coming up.

• Date & Time: May 27, 2026, at 9:00 a.m. Pacific Time.
• Format: Virtual Only. You can't go in person. You join and vote online via this link: https://meetnow.global/MNv9NH4
• Record Date: To vote, you must have owned shares by the close of business on March 30, 2026. There were 84,229,112 common shares outstanding on that date.

👉 Why it matters: This is your chance as a shareholder to influence the company's direction by electing its leaders.

🗳️ What You're Voting On (The Proposals)

There's essentially one main item on the ballot this year:

1. Elect all six Director nominees to the Board of Directors. They will serve until the 2027 annual meeting.

👉 Your voting options: You can vote FOR each nominee or WITHHOLD your vote for them. If you do nothing, the people holding your proxy (the company's management) plan to vote your shares FOR all nominees.

👥 Meet the Leadership (Director Nominees)

The Board has six people up for election, split into two groups:

• Interested Director (1): Philip Tseng (Chair & CEO). He's "interested" because he works for the company's investment advisor, BlackRock.
• Independent Directors (5): John R. Baron, Eric J. Draut, Karen L. Leets, Andrea L. Petro, and Maureen K. Usifer. These are deemed independent with no material conflicts.

Who are they? The filing includes detailed bios. They have deep experience in finance, private equity, accounting, and corporate leadership. For example:

• Eric J. Draut is the Lead Independent Director and a former CFO.
• Andrea L. Petro was a top executive at Wells Fargo's lender finance division.
• Maureen K. Usifer is an experienced CFO and sits on other fund boards.

👉 Why it matters: The Board oversees the company's management and protects shareholder interests. The mix of an insider (Tseng) and seasoned independents is designed to provide both deep company knowledge and objective oversight.

🏢 What The Company Does (The Basics)

BlackRock TCP Capital Corp. (TCPC) is a Business Development Company (BDC). 👉 In simple terms: A BDC is like a bank for middle-market companies. TCPC lends money to and sometimes invests in these businesses. It's externally managed by Tennenbaum Capital Partners, LLC, which is part of the giant asset manager BlackRock.

⚙️ How the Company is Governed

The Board has specific structures to ensure proper oversight:

• Board Committees: They have three key committees:
  • Audit Committee: Watches over accounting and financial reporting.
  • Governance and Compensation Committee: Handles director matters and executive pay.
  • Joint Transactions Committee: Reviews certain deals to manage conflicts of interest.
• Board Meetings: The Board met 17 times in 2025. All directors attended at least 75% of the meetings they were supposed to.
• Codes & Policies: The company has a Code of Business Conduct and a Code of Ethics, available on its website. Officers and interested directors are also covered by BlackRock's insider trading policy.

🧠 The Analogy

Think of this proxy statement like a neighborhood association's annual meeting notice. The board (your elected neighbors) is asking you to vote to re-approve the current board members. They send you a packet explaining who the members are, what they've been doing, and the rules they follow. Your vote decides if the current leadership continues managing the shared property (in this case, your invested money).

🧩 Final Takeaway

This proxy statement is asking TCPC shareholders to re-elect the entire six-person Board of Directors at a virtual meeting on May 27, 2026. The board includes the CEO and five independent experts. Your vote, whether submitted by mail, phone, internet, or during the virtual meeting, will decide if this leadership team continues to oversee your investment in this middle-market lending company.