MONROE CAPITAL Corp 8-K

What Happened

• Monroe Capital Corporation (MRCC) announced on April 14, 2026 that it closed the transactions contemplated by its Merger Agreement (including an Asset Sale and the Initial Merger). As a result of the Initial Merger, MRCC became a wholly owned subsidiary of HRZN (Horizon Technology Finance) and there was a change in control.
• Immediately prior to the Initial Merger closing, MRCC repaid in full and terminated its Second Amended and Restated Senior Secured Revolving Credit Agreement with ING Capital LLC (the “ING Facility”). The company also terminated its March 31, 2025 Investment Advisory and Management Agreement with Monroe Advisor and its October 22, 2012 Administration Agreement with Monroe Capital Management Advisors, LLC.
• At the Effective Time (April 14, 2026) the company’s prior officers and directors ceased in their roles and the officers and directors of Merger Sub became MRCC’s officers and directors. MRCC’s articles of incorporation were amended and restated and the bylaws of Merger Sub became MRCC’s bylaws.

Key Details

• Effective date: April 14, 2026 (closing of the Asset Sale and Initial Merger).
• Change in control: MRCC is now a wholly owned subsidiary of HRZN.
• Debt/agreements: ING Facility repaid in full and terminated; investment advisory and administration agreements terminated.
• Market/listing actions: MRCC requested that Nasdaq file a Form 25 to delist MRCC common stock and will file a Form 15 to deregister under Section 12(g) and seek suspension of reporting under Sections 13 and 15(d).

Why It Matters

• Delisting and deregistration mean MRCC common stock will be removed from Nasdaq and the company intends to stop SEC reporting — reducing public disclosure and likely limiting trading liquidity for shareholders.
• Change in control and replacement of officers/directors signal a new ownership and governance structure; prior management and advisor agreements have been terminated and the company’s credit facility was repaid, which may alter ongoing operations, fees and financing arrangements.
• Investors should note the material corporate and governance changes, the intended deregistration steps (Form 25/Form 15), and monitor communications from the new parent (HRZN) regarding any subsequent investor options or actions.