Form 4: Monroe Capital Director Exits Position Following Merger

Director Jeffrey A. Golman has disposed of his entire stake in Monroe Capital Corporation following the completion of its merger with Horizon Technology Finance Corporation.

Summary

• Jeffrey A. Golman, a Director at Monroe Capital Corp (MRCC), disposed of 20,355.8535 shares of common stock on April 14, 2026.
• The disposal was a result of the merger between Monroe Capital Corporation and Horizon Technology Finance Corporation (HRZN).
• Under the terms of the merger agreement, each share of MRCC was converted into the right to receive 0.9402 shares of HRZN common stock.
• The market price of HRZN common stock was $4.57 at the close of trading on April 13, 2026, the day before the merger closed.
• Following this transaction, the reporting person holds zero shares of MRCC and is no longer subject to Section 16 reporting obligations for this issuer.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, administrative filing confirming the successful completion of a previously announced merger and the resulting conversion of insider holdings.

Positives

• Successful execution and completion of the merger agreement originally dated August 7, 2025.
• Shareholders received a defined exchange ratio of 0.9402 HRZN shares for every MRCC share held.
• The merger provides MRCC shareholders with equity in a combined, potentially more diversified Business Development Company (BDC).

Negatives

• The reporting person has completely exited their equity position in the standalone MRCC entity.
• The valuation of the exchange was tied to HRZN's market price of $4.57, which may represent a specific valuation point in a volatile market.

Risks

• Integration risks associated with combining the portfolios of Monroe Capital and Horizon Technology Finance.
• Market price volatility of the newly acquired HRZN shares for former MRCC shareholders.
• Potential changes in dividend policy or investment strategy under the new combined management structure.

Future Outlook

The future outlook for former MRCC shareholders is now tied directly to the performance and management of Horizon Technology Finance Corporation (HRZN). The combined entity aims to leverage the strengths of both BDCs in the venture lending and middle-market sectors.

Management Comments

• The disposal of shares was conducted pursuant to the Agreement and Plan of Merger dated August 7, 2025.
• The reporting person is no longer subject to Section 16 reporting obligations following the completion of the transaction.

Industry Context

StockSavvy.ai notes that this merger reflects a continuing trend of consolidation within the Business Development Company (BDC) industry, as firms seek greater scale, improved liquidity, and more efficient cost structures to compete in the private credit market.

Comparison to Industry Standards

• The exchange ratio of 0.9402 is a standard mechanism in BDC-to-BDC mergers, similar to the FS KKR Capital Corp and FS KKR Capital Corp II merger.
• The use of a fixed exchange ratio rather than a floating one based on NAV is common in transactions between affiliated or strategically aligned BDCs.
• The closing price of $4.57 for HRZN suggests the transaction was valued based on prevailing market conditions for venture-debt focused lenders.

Management Changes

Corporate Governance

Legal Proceedings

• The transaction was completed pursuant to the Agreement and Plan of Merger dated August 7, 2025.

Related Party Transactions

• The merger involved Monroe Capital BDC Advisors, LLC and Horizon Technology Finance Management LLC as parties to the agreement.

Stakeholder Impact

• Shareholders: MRCC shares have been converted into HRZN shares.
• Management: Directors like Jeffrey A. Golman have exited their roles at the standalone MRCC entity.
• Creditors: Obligations of MRCC are typically assumed by the surviving entity, HRZN, in such mergers.

Next Steps

• Finalize the integration of MRCC assets into the HRZN portfolio.
• Cease trading of MRCC shares on public exchanges.
• Issue new HRZN shares to former MRCC shareholders based on the 0.9402 ratio.

Key Dates

Recommendation

As the merger is now complete, investors should hold the newly acquired HRZN shares while evaluating the combined entity's first quarterly performance and the success of the portfolio integration.

Keywords

Monroe Capital Corp, MRCC, Horizon Technology Finance, HRZN, Merger, Acquisition, Jeffrey A. Golman, BDC, Business Development Company, SEC Form 4