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): May 16, 2025

New Mountain Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware

814-00832

27-2978010

(State or other jurisdiction of
incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

1633 Broadway, 48th Floor,

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 720-0300

None

(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 (see General Instruction A.2. below):

☐	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, par value $0.01 per share	NMFC	NASDAQ Global Select Market
8.250% Notes due 2028	NMFCZ	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

New Mountain Finance Corporation (“NMFC”) held its 2025 Annual Meeting of Stockholders on May 16, 2025 (the “Annual Meeting”) and submitted two (2) matters to the vote of stockholders. Stockholders of record as of March 19, 2025 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, there were 107,851,415 shares of common stock outstanding and entitled to vote. A summary of the matters voted upon by the stockholders is set forth below.

Election of Directors:

Stockholders of NMFC elected three nominees for director, each to serve for a three-year term to expire at the 2028 Annual Meeting of Stockholders based on the following votes:

Name	FOR		WITHHELD		BROKER NON-VOTES
Barbara Daniel		39,087,683		2,622,873		38,860,562
Robert A. Hamwee		26,618,858		15,091,698		38,860,562
Alfred F. Hurley, Jr.		33,508,934		8,201,622		38,860,562

Ratification of the Appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

Stockholders of NMFC ratified the appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2025 based on the following votes:

FOR		AGAINST		ABSTAINED		BROKER NON-VOTES
79,175,604		1,010,308		385,206		-0-

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	New Mountain Finance Corporation

	By:	/s/ Eric Kane
	Name:	Eric Kane
	Title:	Corporate Secretary

Date: May 20, 2025

New Mountain Finance Corp 8-K