{"url_path":"/sec/cik-0001786835/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1786835/0001140361-26-021702-index.html","accession_number":"0001140361-26-021702","cik":"0001786835","ticker":null,"issuer_name":"Star Mountain Lower Middle-Market Capital Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1786835/0001140361-26-021702-index.html","primary_entity_key":"0001786835","primary_entity_name":"Star Mountain Lower Middle-Market Capital Corp"},"word_count":421,"has_tables":true,"body_markdown":"Item 1A.\n\nRisk Factors\n\nThere have been no material changes during the three months ended March 31, 2026 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the\nSEC on March 31, 2026, except as set forth below. If any of such changes or risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the value of our\nsecurities could decline, and you may lose all or part of your investment.\n\nIlliquid Nature of the Company’s Common Stock and Restrictions on Withdrawal\n\nThe shares may be issued in reliance upon certain exemptions from registration or qualification under applicable Federal and state securities laws and so may be subject to certain restrictions on\ntransferability. There is no public market for the shares and none is expected to develop. In addition, Stockholders will not be entitled to withdraw their Capital Contributions, and shares may not be assigned or transferred without the\nconsent of the Advisor, subject to certain exceptions. Accordingly, the shares constitute illiquid investments and should only be purchased by persons that are “accredited investors” as such term is defined under the Securities Act of\n1933, as amended, and able to bear the risk of their investment in shares for an indefinite period of time.\n\nAt the discretion of the Board, the Company commenced a share repurchase program in which the Advisor will, in its commercially reasonable judgment subject to market conditions, cause the Company to offer\nto repurchase shares from Stockholders on a quarterly basis in an amount not to exceed 2.5% of the Company’s net asset value. In recent periods, there has been heightened scrutiny and growing negative sentiment in respect of the private\ncredit market, driven by concerns over liquidity, concentration risk and valuation uncertainty, which may result in an increase in the volume of repurchase requests the Company receives.\n\nSignificant repurchase requests, whether for a single period or for a sustained period, by Stockholders could adversely affect our ability to conduct our investment program, strain our capacity to source\ninvestment opportunities and/or deploy capital promptly on attractive terms and/or increase operational complexity and/or expenses. In addition, Stockholders seeking liquidity may experience delays in fully liquidating their investments\nand will remain subject to net asset value fluctuations during such periods. Additionally, the presence of large Stockholders or platform concentrations may increase the likelihood of oversubscription in future repurchase offers, further\nconstraining liquidity available to other Stockholders."}