10-K/A: Monroe Capital Corp. Files 10-K/A Amendment, Details Merger with HRZN

Monroe Capital Corporation files an amendment to its 2025 10-K, detailing its merger with Horizon Technology Finance Corporation and subsequent termination of SEC reporting obligations.

Summary

• This filing is an Amendment No. 1 to Monroe Capital Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment is being filed to include Part III information that was initially omitted, as a definitive proxy statement was not filed within the required timeframe.
• A significant event detailed is the completion of the merger between Monroe Capital Corporation and Horizon Technology Finance Corporation (HRZN) on April 14, 2026.
• Following the merger, Monroe Capital Corporation's separate existence ceased, and it became a wholly-owned subsidiary of HRZN.
• The company has withdrawn its election to be treated as a business development company.
• Prior to the merger, Monroe Capital Corporation completed the sale of its investment assets to Monroe Capital Income Plus Corporation (MCIP) on April 14, 2026.
• Monroe Capital Corporation's common stock was converted into HRZN common stock at a ratio of 0.9402 shares of HRZN for each share of Monroe Capital.
• The company intends to file a Form 15 to terminate its registration of securities and suspend its duty to file reports with the SEC.
• The filing includes updated certifications from the CEO and CFO regarding the accuracy of the report.
• Information regarding the Board of Directors, executive officers, corporate governance, and related party transactions is provided.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily consisting of procedural updates related to a completed merger and the subsequent termination of public reporting obligations, rather than new operational or financial performance data.

Positives

• The company has successfully completed its merger with Horizon Technology Finance Corporation, a significant strategic event.
• The filing provides updated certifications from the CEO and CFO, affirming the accuracy of the report.
• The Board of Directors is structured with a majority of independent directors, adhering to Nasdaq listing standards.
• The company has an established Code of Business Conduct and an Insider Trading Policy.
• An SEC exemptive order was granted on December 17, 2025, permitting co-investment transactions with affiliated entities under specific conditions.

Negatives

• The company is terminating its SEC reporting obligations following the merger, which will reduce public disclosure.
• The incentive fee structure for the investment advisor (MC Advisors) may create an incentive to invest in higher-risk securities.
• The company may compete with other entities managed by MC Advisors and its affiliates for capital and investment opportunities, potentially leading to disadvantaged participation.

Risks

• Potential competition with other entities managed by MC Advisors and its affiliates for capital and investment opportunities.
• The incentive fee structure for MC Advisors could incentivize investment in higher-risk securities.
• The company may not be given the opportunity to participate in certain investments made by investment funds managed by MC Advisors or its affiliates.
• Potential conflicts of interest may arise when personnel of MC Advisors are involved in the valuation process for the company's portfolio investments.

Future Outlook

The company intends to file a Form 15 to terminate its registration of securities and suspend its duty to file reports with the SEC, effectively ceasing its public reporting obligations.

Management Comments

• Daniel R. Trolio (CFO) certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
• Michael P. Balkin (CEO) certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
• Theodore L. Koenig, Chairman and CEO, has approximately 40 years of experience in structuring, negotiating and closing transactions.
• Lewis W. Solimene, Jr. (CFO and CIO) has extensive experience in restructuring and special situations.
• Ronald A. Holinsky (Chief Compliance Officer, Chief Legal Officer and Corporate Secretary) has significant experience in legal and compliance roles within the financial services industry.

Industry Context

StockSavvy.ai notes that the merger of Monroe Capital Corporation with Horizon Technology Finance Corporation signifies a consolidation trend within the business development company (BDC) sector, driven by the pursuit of scale and operational efficiencies. The subsequent termination of SEC reporting obligations by Monroe Capital is a common outcome post-merger for entities that no longer meet public listing requirements or choose to operate as private entities.

Comparison to Industry Standards

• The Board of Directors composition, with a majority of independent directors, aligns with corporate governance best practices and Nasdaq listing standards for publicly traded companies.
• The company's adherence to Sarbanes-Oxley Act certifications by its CEO and CFO is a standard requirement for public companies, demonstrating a commitment to financial reporting integrity.
• The use of an external investment advisor (MC Advisors) and administrator (MC Management) is a common operating model for BDCs, allowing for specialized management and operational support without direct employees.
• The SEC exemptive order for co-investment transactions is a mechanism that allows BDCs to participate in larger deals alongside affiliated funds, a practice that requires careful oversight to manage potential conflicts of interest.

Corporate Governance

Legal Proceedings

• There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K.

Related Party Transactions

• The company has entered into agreements with MC Advisors, where senior management and investment committee members have ownership and financial interests.
• MC Advisors and its affiliates manage other assets and may sponsor future investment vehicles with similar strategies, leading to potential competition and allocation of opportunities.
• An Investment Advisory Agreement exists with MC Advisors, with a fee structure including a base management fee and an incentive fee.
• For the year ended December 31, 2025, $6.8 million in base management fees were paid to MC Advisors, and no incentive fees were paid.
• An administration agreement is in place with Monroe Capital Management Advisors, LLC (MC Management), for office facilities and administrative services.
• For the year ended December 31, 2025, $1.5 million in expenses were reimbursed to MC Management under the administration agreement.
• The company has a license agreement with Monroe Capital LLC for the royalty-free use of the name 'Monroe Capital'.
• The company entered into a Merger Agreement with Horizon Technology Finance Corporation (HRZN) and an Asset Purchase Agreement with Monroe Capital Income Plus Corporation (MCIP) on August 7, 2025.
• The merger with HRZN and the asset sale to MCIP were completed on April 14, 2026.

Stakeholder Impact

• Shareholders: The merger with HRZN resulted in the conversion of Monroe Capital common stock into HRZN common stock, changing their investment vehicle. The termination of SEC reporting obligations will reduce future public disclosures.
• Employees: The filing does not mention employees of Monroe Capital Corporation, as executive officers are employees of an affiliate of MC Advisors.
• Creditors: The filing does not specifically detail the impact on creditors, but the merger and asset sale are significant corporate events that could affect outstanding obligations.
• Investment Advisor (MC Advisors): Continues to provide investment advisory services under an agreement, with a fee structure based on assets and performance.
• Administrator (MC Management): Continues to provide administrative services, with reimbursements for expenses.

Next Steps

• File a Form 15 to terminate the registration of securities under Section 12(g) of the Exchange Act.
• Suspend the duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Monroe Capital Corporation, Form 10-K/A, Amendment, Merger, Horizon Technology Finance Corporation, HRZN, SEC Filing, Business Development Company, BDC, Sarbanes-Oxley Act, Corporate Governance, Related Party Transactions, Investment Advisory Agreement