Mount Logan Capital Inc. Announces Preliminary Results of Tender Offer

Rhea-AI Summary

Mount Logan Capital (Nasdaq: MLCI) announced preliminary results of a cash tender offer to repurchase up to $15 million of common stock at $9.43 per share, which expired February 2, 2026. The offer was oversubscribed and the company expects to accept approximately 1,590,668 shares on a pro rata basis for an aggregate cost of about $15 million excluding fees and expenses.

The shares expected to be purchased represent roughly 12% of outstanding common stock as of February 2, 2026. Final results remain subject to confirmation after the guaranteed delivery period.

Positive

• Share count reduction of approximately 12%
• Repurchase executed at a fixed price of $9.43 per share for about $15 million
• Tender offer was oversubscribed, indicating strong shareholder participation

Negative

• Uses approximately $15 million of company cash, reducing available liquidity
• Pro rata purchase may result in partial acceptance for tendering shareholders

News Market Reaction – MLCI

-9.29%

1 alert

-9.29% News Effect

On the day this news was published, MLCI declined 9.29%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Tender size: $15 million Tender price: $9.43 per share Shares to be purchased: 1,590,668 shares +5 more

8 metrics

Tender size $15 million Cash self-tender for common stock

Tender price $9.43 per share Fixed price in self-tender offer

Shares to be purchased 1,590,668 shares Preliminary count expected to be accepted

Share reduction 12% of common stock Approximate portion of shares outstanding as of Feb 2, 2026

Senior notes offering $40.0 million 8.00% senior unsecured notes due 2031

Coupon rate 8.00% Interest on senior unsecured notes due 2031

Assets under management $2.1 billion+ AUM as of September 30, 2025 (regulatory filing)

Pre-news share price $7.99 Price before tender results press release

Market Reality Check

Price: $5.17 Vol: Volume 42,896 is 0.42x th...

low vol

$5.17 Last Close

Volume Volume 42,896 is 0.42x the 20-day average of 102,374, indicating subdued trading ahead of the tender update. low

Technical Shares traded at $7.99, slightly above the 200-day MA of $7.91, but below the tender price of $9.43.

Peers on Argus

No peers in the momentum scan and no same-day peer headlines were provided, so t...

No peers in the momentum scan and no same-day peer headlines were provided, so the move appears company-specific rather than sector-driven.

Historical Context

5 past events · Latest: Jan 16 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 16	Debt offering priced	Neutral	-1.4%	Priced <b>$40M</b> 8.00% senior unsecured notes due 2031.
Jan 14	Debt offering launch	Neutral	+1.6%	Announced planned senior unsecured notes offering with 30-day overallotment option.
Dec 29	Tender offer launch	Positive	-0.5%	Commenced self-tender to buy up to <b>$15M</b> of stock at <b>$9.43</b>.
Dec 11	Tender plan outlined	Positive	+8.3%	Initiated steps for a <b>$15M</b> tender at <b>$9.43</b> per share.
Dec 02	Conference participation	Neutral	+1.6%	Announced participation in Northland Capital Markets Growth Conference.

Pattern Detected

Recent stock reactions generally aligned with news tone, with tender-related announcements drawing the strongest positive move, though the formal tender commencement saw a mild divergence.

Recent Company History

Over the past months, Mount Logan has combined capital return with balance sheet actions. It announced and then initiated a $15 million self-tender at $9.43, targeting roughly 12% of shares, and previously outlined this plan in early December 2025. In January 2026, the company launched and priced $40.0 million of 8.00% senior notes due 2031, primarily to repay credit facility debt. The current preliminary tender results follow through on this previously disclosed liquidity and capital allocation strategy.

Market Pulse Summary

The stock moved -9.3% in the session following this news. A negative reaction despite buyback progre...

Analysis

The stock moved -9.3% in the session following this news. A negative reaction despite buyback progress could fit the prior divergence seen when the tender formally commenced, where the share price softened after an otherwise shareholder-friendly announcement. The company still committed roughly $15 million at $9.43 to retire about 12% of shares, while also adding $40.0 million in 8.00% notes. Balance sheet leverage, execution on its $2.1 billion AUM platform, and trading liquidity could influence sentiment.

Key Terms

tender offer, par value, notice of guaranteed delivery, dealer manager, +2 more

6 terms

tender offer regulatory

"preliminary results of its offer to purchase for cash up to $15 million..."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

par value financial

"shares of common stock, $0.001 par value, at a fixed price of $9.43..."

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

notice of guaranteed delivery regulatory

"excluding any shares tendered by notice of guaranteed delivery), at a purchase price..."

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

dealer manager financial

"Ladenburg Thalmann & Co. Inc. served as the Dealer Manager for the Tender Offer."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

information agent financial

"Alliance Advisors, LLC served as Information Agent for the Tender Offer."

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

depositary financial

"Odyssey Transfer and Trust Company served as the Depositary for the Tender Offer."

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. Not financial advice.

NEW YORK, Feb. 04, 2026 (GLOBE NEWSWIRE) -- Mount Logan Capital Inc. (Nasdaq: MLCI) (“Mount Logan” or the “Company”) announced today the preliminary results of its offer to purchase for cash up to $15 million of its shares of common stock, $0.001 par value, at a fixed price of $9.43 per share (the “Tender Offer”). The Tender Offer expired at 5:00 p.m., New York City time, on February 2, 2026 (the “Expiration Time”).

The Tender Offer was oversubscribed. In accordance with the terms and conditions of the Tender Offer and based on the preliminary count by Odyssey Transfer and Trust Company, the Depositary for the Offer, the Company expects to accept for payment an aggregate 1,590,668 shares of the Company’s common stock properly tendered and not properly withdrawn before the Expiration Time (excluding any shares tendered by notice of guaranteed delivery), at a purchase price of $9.43 per share, for an aggregate cost of approximately $15 million excluding fees and expenses relating to the Tender Offer. The Company expects to accept the shares on a pro rata basis. The shares expected to be purchased represent approximately 12% of the Company’s common stock issued and outstanding as of February 2, 2026.

Ted Goldthorpe, Chief Executive Officer and Chairman of Mount Logan, said, “We are pleased to complete our tender offering as part of our previously disclosed liquidity programs. The strong level of participation reflects meaningful shareholder engagement and will allow us to reduce our shares outstanding by 12% in a disciplined and efficient manner. We believe this outcome supports long-term shareholder value by enhancing per-share metrics while maintaining our focus on thoughtful capital allocation. We remain confident in Mount Logan’s strategy and the long-term opportunity to create value for our shareholders.”

Ladenburg Thalmann & Co. Inc. served as the Dealer Manager for the Tender Offer. Alliance Advisors, LLC served as Information Agent for the Tender Offer. Odyssey Transfer and Trust Company served as the Depositary for the Tender Offer.

The Tender Offer was conducted pursuant to the Tender Offer materials previously distributed to shareholders and filed with the SEC.

The number of shares expected to be purchased in the Tender Offer is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and does not include any shares to be delivered through the notice of guaranteed delivery. The final number of shares to be purchased in the Tender Offer will be announced following the expiration of the guaranteed delivery period and the completion by the Depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the Tender Offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. Payment for shares will be made in cash, less any applicable withholding taxes and without interest.

Shareholders who have questions or would like additional information about the Tender Offer may contact the information agent for the Tender Offer, Alliance Advisors, LLC, at (855) 206-1845, Email: MLCI@allianceadvisors.com.

About Mount Logan Capital Inc.

Mount Logan Capital Inc. is an integrated alternative asset management and insurance solutions firm focused on generating durable, fee-based revenue and long-term value creation. The Company leverages differentiated investment strategies alongside permanent insurance capital to deliver attractive, risk-adjusted returns across market cycles.

Through its subsidiaries, Mount Logan Management and Ability, Mount Logan manages and invests across private and public credit markets in North America and the reinsurance of annuity products. This integrated platform is designed to provide stable earnings, downside protection, and a low risk of principal impairment through the credit cycle.

As of September 30, 2025, Mount Logan Capital had over $2.1 billion in assets under management.

To learn more, visit https://ir.mountlogan.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release, and oral statements made from time to time by representatives of Mount Logan, may contain statements of a forward-looking nature relating to future events within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would,” “forecasts,” “seeks,” “future,” “proposes,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions). Forward-looking statements are not statements of historical fact and reflect Mount Logan’s current views about future events. Such forward-looking statements include, without limitation, statements about the final completion of the Tender Offer and the timing and promptness of payment for the shares accepted for purchase pursuant to the Tender Offer, and other statements that are not historical facts. No assurances can be given that the forward-looking statements contained in this press release will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Readers should carefully review the statements set forth in the reports, which Mount Logan has filed or will file from time to time on with the SEC or on SEDAR+ and any risk factors contained in such reports, which may cause results to differ.

Mount Logan does not undertake any obligation, and expressly disclaims any obligation, to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Any discussion of past performance is not an indication of future results. Investing in financial markets involves a substantial degree of risk. Investors must be able to withstand a total loss of their investment. The information herein is believed to be reliable and has been obtained from sources believed to be reliable, but no representation or warranty is made, expressed or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of the information and opinions. The information contained on the website of Mount Logan is not incorporated by reference into this press release. Mount Logan is not responsible for the contents of third-party websites.

Contacts:
Mount Logan Capital Inc.
650 Madison Avenue, 3^rd Floor
New York, New York 10022
mlc.ir@mountlogan.com

Andrew Berger
SM Berger & Company
Investor Relations
andrew@smberger.com

FAQ

How many shares will Mount Logan Capital (MLCI) repurchase in the tender offer?

The company expects to accept about 1,590,668 shares for purchase. According to Mount Logan, that represents roughly 12% of outstanding common stock as of February 2, 2026, subject to final confirmation after guaranteed deliveries.

What price did Mount Logan Capital (MLCI) pay in the February 2026 tender offer?

Mount Logan paid a fixed price of $9.43 per share in the tender offer. According to Mount Logan, the aggregate preliminary cost is approximately $15 million, excluding fees and expenses.

Was the Mount Logan Capital (MLCI) tender offer fully subscribed and how were shares accepted?

Yes, the tender offer was oversubscribed and shares are expected to be accepted on a pro rata basis. According to Mount Logan, final acceptance depends on the Depositary's confirmation and guaranteed deliveries.

When will Mount Logan Capital (MLCI) announce final tender offer results and payment timing?

Final results will be announced after the guaranteed delivery period and Depositary confirmation. According to Mount Logan, payment and return of non-accepted shares will occur promptly thereafter.

Who managed and administered Mount Logan Capital's (MLCI) February 2026 tender offer?

Ladenburg Thalmann served as Dealer Manager, Alliance Advisors as Information Agent, and Odyssey Transfer and Trust served as Depositary. According to Mount Logan, these parties administered the offer and confirmation process.