Horizon Technology Finance Corporation and Monroe Capital Corporation Announce Shareholder Approvals of Merger

Rhea-AI Summary

Horizon Technology Finance (NASDAQ: HRZN) and Monroe Capital (NASDAQ: MRCC) announced shareholder approvals for a merger and related asset sale on March 13, 2026.

Key points: HRZN shareholders approved the HRZN share issuance (>83% support); MRCC shareholders approved the Merger and Asset Sale (>88% support). MRCC plans a Pre-Merger Closing Distribution expected at approximately $15.9 million ($0.75 per share). HRZN intends to use $27.6 million of undistributed taxable earnings to supplement distributions for two quarters. HTFM will waive up to $4 million of fees over four quarters. Closing is expected within 30 days and remains subject to customary conditions.

Positive

• Shareholder approvals: HRZN >83% and MRCC >88% support
• Pre-Merger Closing Distribution expected at $15.9 million ($0.75/share)
• HRZN undistributed taxable earnings of $27.6 million earmarked for supplements
• HTFM fee waiver of $4 million over four fiscal quarters

Negative

• Asset Sale and Merger remain subject to customary closing conditions
• Pre-Merger Closing Distribution payment contingent on consummation of Merger
• MRCC dividend reinvestment plan will not apply to Final MRCC Tax Distribution
• HRZN to issue common stock in connection with the Merger (share issuance)

News Market Reaction – MRCC

+0.65%

9 alerts

+0.65% News Effect

+2.1% Peak in 1 hr 5 min

+$684K Valuation Impact

$106M Market Cap

0.2x Rel. Volume

On the day this news was published, MRCC gained 0.65%, reflecting a mild positive market reaction. Argus tracked a peak move of +2.1% during that session. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $684K to the company's valuation, bringing the market cap to $106M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Supplemental MRCC Distribution: $13.0 million Total Pre‑Merger Closing Distribution: $15.9 million Pre‑Merger Distribution per Share: $0.75 per share +5 more

8 metrics

Supplemental MRCC Distribution $13.0 million One-time cash distribution to legacy MRCC shareholders pre‑merger

Total Pre‑Merger Closing Distribution $15.9 million Expected aggregate pre‑merger closing distribution (~$0.75 per MRCC share)

Pre‑Merger Distribution per Share $0.75 per share Approximate total pre‑merger closing distribution for MRCC stockholders

HRZN Undistributed Taxable Earnings $27.6 million As of December 31, 2025, to fund supplemental distributions post‑merger

Advisory Fee Waiver $4 million Base and incentive fee waiver over first four full fiscal quarters post‑merger

Quarterly Fee Waiver Cap $1 million per quarter Maximum waiver each quarter over first four fiscal quarters

Monroe Capital AUM Approximately $24 billion Assets under management supporting the combined HRZN platform

HRZN Shareholder Support More than 83% Voting shareholders approving HRZN share issuance proposal

Market Reality Check

Price: $4.81 Vol: Volume 111,790 vs 20-day ...

normal vol

$4.81 Last Close

Volume Volume 111,790 vs 20-day average 160,084 (relative volume 0.7x). normal

Technical Price 4.62 is trading below 200-day MA of 6.54, reflecting a longer-term downtrend.

Peers on Argus

MRCC fell 4.74% while close peers were mixed, with some modest gains (e.g., BSL ...

MRCC fell 4.74% while close peers were mixed, with some modest gains (e.g., BSL +1.03%) and others down or flat, pointing to stock-specific dynamics around the merger approvals rather than a broad sector move.

Previous Acquisition Reports

2 past events · Latest: Mar 10 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Mar 10	Pre‑merger distribution	Positive	+14.1%	Raised special pre‑merger cash distribution and detailed post‑merger supplements.
Aug 07	Definitive merger pact	Positive	+9.8%	Announced definitive merger with HRZN and related asset sale to MCIP.

Pattern Detected

Acquisition/merger-related announcements have historically triggered positive moves, with an average same-tag reaction of about 11.93%, indicating investors previously rewarded this transaction narrative.

Recent Company History

Over the past several months, Monroe Capital Corporation has been steadily advancing its strategic combination with Horizon Technology Finance. An August 2025 definitive merger agreement outlined a NAV-for-NAV structure and highlighted scale, liquidity and cost-saving benefits. A March 2026 update increased the pre‑merger cash distribution to about $15.9 million ($0.75 per share) and described Horizon’s planned use of $27.6 million in undistributed taxable earnings. Today’s shareholder approvals further cement the path to closing these previously outlined steps.

Historical Comparison

+11.9% avg move · Past acquisition-tag news for MRCC saw average moves of about 11.93% on announcement, whereas this a...

acquisition

+11.9%

Average Historical Move acquisition

Past acquisition-tag news for MRCC saw average moves of about 11.93% on announcement, whereas this approval update coincided with a -4.74% move, marking a notable contrast.

Acquisition-tag history shows a clear progression: initial merger agreement in Aug 2025, enhanced pre‑merger cash distributions in Mar 2026, and now shareholder approvals that move the Horizon–Monroe combination closer to closing.

Market Pulse Summary

This announcement confirms strong shareholder approvals at both MRCC and HRZN for the asset sale and...

Analysis

This announcement confirms strong shareholder approvals at both MRCC and HRZN for the asset sale and merger, advancing a transaction that includes roughly $15.9 million in pre‑merger cash distributions and a $4 million advisory fee waiver. Historical merger-tag news produced positive moves, but investors must still track remaining closing conditions, the final exchange ratio based on net asset value, and how supplemental distributions funded by $27.6 million of earnings are implemented.

Key Terms

asset sale, regulated investment company, investment company act of 1940, dividend reinvestment plan, +4 more

8 terms

asset sale financial

"approved: (1) the proposed Merger and (2) the related proposed sale of substantially all of MRCC’s assets"

An asset sale is when a company sells specific pieces of its business—such as equipment, real estate, product lines, or patents—rather than selling ownership shares. Like selling a car from a household to raise cash without moving out of the house, an asset sale can provide funds, reduce costs, or signal a change in strategy; investors watch it because it directly affects a company’s cash, future revenue potential, and balance sheet strength.

regulated investment company regulatory

"necessary to preserve MRCC’s regulated investment company tax treatment."

A regulated investment company is a type of pooled investment (like a mutual fund or ETF) that meets specific tax-law rules allowing it to pass most income, gains and losses directly to shareholders instead of being taxed at the company level. For investors this matters because it affects how distributions are taxed, how often income is paid, and the overall net return—think of it like a collective account that funnels earnings straight to owners rather than keeping profits inside a separate corporate layer.

investment company act of 1940 regulatory

"compliance with asset coverage ratio requirements under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

dividend reinvestment plan financial

"MRCC’s dividend reinvestment plan (“DRIP”) is not expected to apply"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

net asset value financial

"based on the ratio of the MRCC net asset value per share divided by the HRZN net asset value"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

exchange ratio financial

"MRCC shareholders will receive... HRZN common stock based on the ratio of the MRCC net asset value"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

base management fees financial

"HTFM has agreed to waive an aggregate amount of $4 million of base management fees"

A base management fee is the regular charge a fund or investment manager takes for running an account, usually calculated as a percentage of the money they oversee. Think of it as a subscription or service fee for professional stewardship: it reduces investors' net returns and shapes the manager’s incentives, so lower or well-structured fees can meaningfully affect long-term performance and investor costs.

incentive fees financial

"waive an aggregate amount of $4 million of base management fees and incentive fees"

A performance-based charge paid to a fund or asset manager when investments beat a preset target or benchmark; think of it as a bonus for hitting or exceeding agreed returns. It matters to investors because it aligns the manager’s pay with results—encouraging strong performance—but it also reduces investors’ net returns and can encourage riskier strategies if the fee structure rewards short-term gains over steady growth.

AI-generated analysis. Not financial advice.

Monroe Capital Corporation Announces Shareholder Approval of Related Asset Sale

FARMINGTON, Conn. and CHICAGO, March 16, 2026 (GLOBE NEWSWIRE) -- Horizon Technology Finance Corporation (“HRZN”; NASDAQ: HRZN) announced today that its shareholders, at a special meeting held on March 13, 2026, approved the issuance of HRZN’s common stock (the “HRZN Share Issuance Proposal”) in connection with the proposed merger of Monroe Capital Corporation (NASDAQ: MRCC) (“MRCC”) with and into HRZN (the “Merger”). In addition, MRCC announced today that its shareholders, at a special meeting held on March 13, 2026, approved: (1) the proposed Merger and (2) the related proposed sale of substantially all of MRCC’s assets to Monroe Capital Income Plus Corporation (“MCIP”) at fair value for cash (the “Asset Sale”).

HRZN shareholders voted overwhelmingly in favor of the HRZN Share Issuance Proposal, with more than 83% of voting shareholders supporting the proposal. MRCC shareholders similarly voted overwhelmingly in favor of the proposed transactions, with more than 88% of voting shareholders supporting the Merger and the Asset Sale.

As previously announced, prior to the effectiveness of the Merger, MCIP will purchase for cash substantially all of the assets of MRCC at their fair value, as determined shortly before closing. Following the closing of the Asset Sale to MCIP, MRCC will merge with and into HRZN, with HRZN as the surviving public entity, which will continue to be managed by Horizon Technology Finance Management LLC (“HTFM”) and continue to trade on the NASDAQ under the symbol “HRZN”. The closing of the Asset Sale and the subsequent Merger are subject to the satisfaction of customary closing conditions.

HRZN and MRCC will announce at a later date the anticipated closing date for the Merger, which they expect to be within the next 30 days.

“We are very pleased to receive the strong support from our shareholders for the proposed merger with HRZN,” said Theodore L. Koenig, Chairman and CEO of Monroe Capital. “We believe this transaction is in the best interest of shareholders of both MRCC and HRZN, unlocking significant value within MRCC, while positioning the combined HRZN platform with the enhanced growth capital to advance its long-term strategic initiatives. We expect the merger to generate meaningful synergies, cost efficiencies and the potential for stronger, more sustainable risk-adjusted returns for shareholders. Supported by Monroe Capital, a leading asset manager with approximately $24 billion in AUM, the combined entity will be well positioned to accelerate HRZN’s next phase of growth and create enduring value for all stakeholders.”

“We appreciate our shareholders’ strong approval, which marks an important step forward as we prepare for the next phase of Horizon’s growth,” said Mike Balkin, Chief Executive Officer of Horizon Technology Finance Corporation. “Once the merger is completed, we expect the combined company will strengthen our position in the venture lending market by increasing our scale, enhancing our earnings potential, and expanding our capacity to support innovative, high growth companies. We believe these advantages will help drive long term value for our shareholders and reinforce Horizon’s role as a leading financing partner to the innovation economy.”

Summary Transaction Terms

•	Final MRCC Distribution – In addition to MRCC’s planned pre-Merger closing distribution to MRCC shareholders of MRCC’s undistributed taxable earnings (the “Final MRCC Tax Distribution”), MRCC intends to declare a one-time cash distribution of $13.0 million (the “Supplemental MRCC Distribution” and, together with the Final MRCC Tax Distribution, the “Pre-Merger Closing Distribution”) payable to legacy MRCC shareholders of record as of a time prior to the closing of the Merger. The Pre-Merger Closing Distribution is expected to be approximately $15.9 million ($0.75 per MRCC share) in total. Payment of the Pre-Merger Closing Distribution is contingent upon the consummation of the Merger and MRCC’s related Asset Sale to MCIP.
	The actual amount of the Pre-Merger Closing Distribution, which will include an amount necessary to distribute all of MRCC’s undistributed taxable earnings through the anticipated closing date of the Merger, will be determined in connection with the closing of the Merger. The Final MRCC Tax Distribution is necessary to preserve MRCC’s regulated investment company tax treatment. MRCC expects to announce the record date and anticipated payment date for the Pre-Merger Closing Distribution at a later date.
	MRCC’s dividend reinvestment plan (“DRIP”) is not expected to apply to the Final MRCC Tax Distribution. As a result, all participants under the DRIP will receive the Final MRCC Tax Distribution in cash and not shares of MRCC common stock.
•	Combined Company Supplemental Distributions – As previously announced, HRZN’s Board of Directors has announced its intent to use HRZN’s current undistributed taxable earnings of $27.6 million as of December 31, 2025 to supplement HRZN’s regular monthly distributions to the combined company’s shareholders for two quarters following the closing of the Merger (the “HRZN Supplemental Distributions”), subject to the closing of the Merger and the HRZN Board’s declaration of the distributions. In its consideration of declaration of any HRZN Supplemental Distributions, the HRZN Board will consider, among other things, (1) HRZN’s ongoing compliance with asset coverage ratio requirements under the Investment Company Act of 1940, (2) HRZN’s compliance with applicable financial and other operating covenants under HRZN’s financing agreements, and (3) HRZN’s general investment performance and available liquidity, as well as general market conditions at the time.
•	Exchange Ratio – In connection with the Merger, MRCC shareholders will receive, in exchange for each share of MRCC common stock held, newly issued shares of HRZN common stock based on the ratio of the MRCC net asset value per share divided by the HRZN net asset value per share, each determined shortly before closing.
•	Advisory Fee Waivers – HTFM has agreed to waive an aggregate amount of $4 million of base management fees and incentive fees over the first four full fiscal quarters following the closing of the Merger (the “Fee Waiver”). The Fee Waiver will be implemented at a rate of up to $1 million per quarter commencing at the end of the first full fiscal quarter following the closing of the Merger. The Fee Waiver for each applicable fiscal quarter will not exceed the total amount of base management and incentive fees earned by HTFM during such fiscal quarter.

About Horizon Technology Finance Corporation
Horizon Technology Finance Corporation (NASDAQ: HRZN) is a leading specialty finance company that provides secured loans to venture capital-backed companies in the technology, life-science, healthcare information & services, and sustainability industries. HRZN is externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital LLC.

About Monroe Capital Corporation
Monroe Capital Corporation is an externally managed, publicly traded BDC (NASDAQ: MRCC) that primarily invests in senior, unitranche and junior secured debt of U.S. middle-market companies. Its investment adviser is Monroe Capital BDC Advisors, LLC, a registered investment adviser and affiliate of Monroe Capital LLC.

Forward Looking Statements
Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of MRCC or HRZN or the proposed sale of assets by MRCC to MCIP and the proposed merger of MRCC with and into HRZN. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the expected timing or amount of payments of dividends or distributions by MRCC and/or HRZN, including all or any portion of the Pre-Merger Closing Distribution or the HRZN Supplemental Distributions; the ability of the parties to complete the proposed transactions; the expected benefits of the proposed transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the surviving companies following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual events and results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Certain factors could cause actual results and conditions to differ materially from those projected, including, without limitation, the uncertainties associated with considerations that may be disclosed from time to time in MRCC’s and HRZN’s publicly disseminated documents and filings. HRZN and MRCC have based the forward-looking statements included in this communication on information available to them on the date hereof, and neither HRZN, MRCC nor their affiliates assume any obligation to update any such forward-looking statements. Although HRZN and MRCC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that HRZN and MRCC may make directly to you or through reports that they have filed with the Securities and Exchange Commission (the “SEC”), or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as in the combined joint proxy statement for HRZN and MRCC and prospectus of HRZN (the “Joint Proxy Statement”), which was previously filed with the SEC and made available to shareholders, and HRZN’s registration statement on Form N-14 (File No. 333-290114), of which the Joint Proxy Statement forms part.

No Offer or Solicitation
This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in HRZN or MRCC or in any fund or other investment vehicle managed by Monroe Capital LLC or any of its affiliates.

Contacts

Horizon Technology Finance Corporation

Investor Relations:
ICR
Garrett Edson
ir@horizontechfinance.com
(646) 200-8885

Media Relations:
ICR
Chris Gillick
HorizonPR@icrinc.com
(646) 677-1819

Monroe Capital Corporation

Investor Relations:
Mick Solimene
Chief Financial Officer & Chief Investment Officer
msolimene@monroecap.com
(312) 598-8401

Media Relations:
Daniel Abramson
Gregory
daniel.abramson@gregoryagency.com
(857) 305-8441

FAQ

What did MRCC shareholders approve on March 13, 2026 regarding the MRCC–HRZN merger (NASDAQ: MRCC)?

MRCC shareholders approved both the proposed merger into HRZN and the related Asset Sale, each with over 88% support. According to Monroe Capital, shareholders voted to permit the Asset Sale to MCIP and the subsequent merger with HRZN, subject to customary closing conditions.

How much is the Pre-Merger Closing Distribution for MRCC shareholders (MRCC) and when is it payable?

The Pre-Merger Closing Distribution is expected to be about $15.9 million, or $0.75 per MRCC share. According to Monroe Capital, the exact amount and record/payment dates will be determined and announced in connection with the Merger closing.

What supplemental distributions will the combined HRZN/MRCC company make after closing (NASDAQ: HRZN)?

HRZN intends to use $27.6 million of undistributed taxable earnings to supplement monthly distributions for two quarters. According to Horizon Technology Finance, such HRZN Supplemental Distributions are subject to board declaration and compliance with asset coverage and financing covenants.

What fee relief did Horizon’s manager agree to after the MRCC merger (HRZN)?

Horizon Technology Finance Management LLC agreed to waive up to $4 million of management and incentive fees over the first four full fiscal quarters. According to Horizon, the Fee Waiver applies at up to $1 million per quarter and won’t exceed fees earned each quarter.

Will MRCC shareholders participate in dividend reinvestment for the Final MRCC Tax Distribution (NASDAQ: MRCC)?

No; MRCC’s dividend reinvestment plan will not apply to the Final MRCC Tax Distribution, which will be paid in cash. According to Monroe Capital, all DRIP participants will receive the Final MRCC Tax Distribution as cash, not stock.

When do HRZN and MRCC expect the Asset Sale and Merger to close and what conditions apply (HRZN, MRCC)?

The companies expect to close within the next 30 days from March 16, 2026, but both transactions remain subject to customary closing conditions. According to the companies, final closing timing will be announced later and depends on satisfaction of those conditions.