Horizon Technology Finance Corp 8-K

What Happened

• Horizon Technology Finance Corp. (HRZN) filed a Form 8-K on April 14, 2026 reporting the completion of the Mergers (closing announced April 14, 2026). In connection with the Mergers, HRZN and its adviser (HRZN Advisor) entered into a Letter Agreement under which HRZN Advisor agreed to waive up to $4.0 million in Base Management Fees and/or Incentive Fees under the Investment Management Agreement (dated March 31, 2025). The Fee Waiver is implemented at $1.0 million per fiscal quarter beginning with the quarter ending September 30, 2026 and continues through the fiscal quarter ending June 30, 2027, but for each quarter cannot exceed the fees actually earned that quarter.
• The filing also discloses Board changes: on April 13, 2026, directors James Bottiglieri, Edward Mahoney, Robert Pomeroy, Elaine Sarsynski and Joseph Savage resigned effective as of the Effective Time, and the Board size was reduced to four directors. Thomas J. Allison became a Class I director effective upon closing; the Board’s Nominating and Corporate Governance Committee determined he is independent and not an “interested person.” The company issued a press release on April 14, 2026 announcing the Mergers.
• For merger pricing purposes only, the Closing HRZN Net Asset Value was estimated at $6.91 per share and the Closing MRCC Net Asset Value was estimated at $6.50 per share as of April 11, 2026. Those NAVs were determined solely for the Merger Agreement and were not prepared or reviewed as part of audited financial statements.

Key Details

• Fee waiver: aggregate $4.0 million waived, at $1.0M per fiscal quarter, starting quarter ending Sept. 30, 2026 through quarter ending June 30, 2027; limited to fees actually earned each quarter.
• Board resignations: James Bottiglieri, Edward Mahoney, Robert Pomeroy, Elaine Sarsynski and Joseph Savage resigned effective as of the Effective Time (April 13, 2026); Board reduced to four directors.
• New director: Thomas J. Allison appointed as Class I director effective upon closing; designated independent and expected to serve on standing committees; term through 2026 annual meeting.
• Closing NAVs (for merger purposes, as of April 11, 2026): HRZN $6.91; MRCC $6.50. Press release furnished April 14, 2026.

Why It Matters

• The $4.0M fee waiver temporarily reduces management/incentive fees payable to HRZN Advisor, potentially lowering adviser-related expenses over the specified quarters (subject to actual fees earned each quarter).
• The resignations and appointment materially change Board composition and governance going forward (one new independent director added; Board size reduced).
• The provided Closing NAVs are merger-specific estimates (not audited) used to settle the Mergers and may not reflect the Company’s audited NAV at reporting dates; investors should treat those figures as merger valuation metrics rather than definitive financial results.