Filed by Horizon Technology Finance Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-6 of the Securities Exchange Act of 1934
Subject Company: Monroe Capital Corporation
File No. of Related Registration Statement: 333-290114
MERGER PROPOSED Your Vote Is Urgently Needed Our Board of Directors unanimously
recommends that you respond to this solicitation by voting FOR each of the proposals described in the enclosed proxy materials. Dear Fellow Shareholder: We are pleased to invite you to participate at the Special Meeting of Shareholders of
Horizon Technology Finance (“HRZN”), to be held on March 13, 2026 at 2:30 p.m., Eastern Time, at the offices of HRZN, located at 312 Farmington Avenue, Farmington, Connecticut 06032. Enclosed are the proxy materials, which describe in detail
the proposals to be considered at the meeting. At the meeting, you will be asked to consider and vote on two items relating to our proposed merger with Monroe Capital Corporation (“MRCC”). We believe the proposed merger between HRZN and MRCC
is a compelling combination that will provide multiple benefits to shareholders of HRZN. We believe that the merger will result in the following: Enhanced Scale – The merger will increase the size and scale of HRZN. Based on September 30, 2025
financials, the combined company is expected to benefit from additional equity capital of approximately $160 million, before adding permitted leverage, resulting in the combined company having more than $475 million of net assets. Due to its
increased size and scale post-closing, the combined company is expected to realize a reduction in per-share operating expenses for shareholders on a pro forma basis. Improved Secondary Market Liquidity – Shareholders of the combined company
are expected to benefit from improved trading liquidity through, among other things, a broader investor base. Return Accretion – The merger is expected to be neutral to net investment income for the combined company during the first-year
post-closing, and accretive over time, as compared to HRZN on a stand-alone basis, driven by operational savings, portfolio mix optimization, and cost savings from capital structure improvements over the long-term. Additional Capital to
Support Next Phase of Growth – The merger will provide HRZN with incremental capital to ex-ecute on its current investment strategy of providing venture debt to sponsor-backed private companies in technology, healthcare, life sciences and
sustainability, while broadening its investment platform to lending opportunities for public small-cap growth companies. Increased Access to Long-Term, Lower-Cost, Flexible Debt Capital – The merger and associated effects noted above should
enable HRZN to better access a wider array of debt funding solutions, including access to structural efficiencies and potential borrowing cost reductions over time. Advisory Fee Waiver – In connection with and in support of the transaction,
only if the merger is consummated, Horizon Technology Finance Management LLC (“HTFM”), which will continue to manage the combined company post-closing, has agreed to waive an aggregate amount of $4 million of advisory fees over the first four
full fiscal quarters following the closing. 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 advisory fees earned by HTFM during such fiscal quarter. Scan the code with your phone’s camera to hear an important message from our CEO, Mike Balkin.
PROXY QUESTIONS? Call 1-833-201-5231 WWW.PROXYVOTE.COM Please have your proxy
card in hand when accessing the website. There are easy-to-follow directions to help you complete the electronic voting instruction form. ONLINE VOTE PROCESSING Mark, sign and date your proxy card and return it in the postage-paid envelope
provided. MAIL WAYS TO VOTE PHONE WITHOUT A PROXY CARD Call 1-833-201-5231 Monday to Friday, 9:00 a.m. to 10:00 p.m. ET to speak with a proxy specialist. WITH A PROXY CARD Call 1-800-690-6903 with a touch-tone phone to vote using an
automated system. WITH A SMARTPHONE Vote by scanning the Quick Response Code or “QR Code” on the proxy card/voting instruction form enclosed. QR CODE By voting FOR each of the proposals, you are helping HRZN to realize several critical
benefits described in more detail in the accompanying proxy materials. We encourage you to review the enclosed proxy materials carefully and vote your shares using any one of the methods described below. Your prompt response will help us meet
shareholder approval requirements before the meeting, thereby reducing the risk of postponement or adjournment. If you have additional questions about voting, please call our proxy solicitor, Broadridge at 1-833-201-5231. Voting today will
help us reduce costs and avoid unnecessary outreach. Your vote and participation are very important to us, no matter how many or few shares in HRZN you own. Thank you for your vote and continued support. Sincerely, Michael P. Balkin Chief
Executive Officer
Z91980-EPB Your vote is urgently needed. Voting is quick and easy. Please cast
your vote today on any device you prefer. PHONE TABLET PC Go to: www.proxyvote.com MERGER PROPOSED Materials requiring your prompt action are enclosed. Let your vote be heard.
Your vote is very important. Please vote your shares today. The special meeting
of shareholders will be held on March 13, 2026. Whether or not you plan to attend, your vote is very important. You can vote your shares by internet, telephone, or mail. Simply follow the instructions on the enclosed form. For your
convenience, we’ve highlighted where you can find your unique Control Number. If you have any questions or need assistance, please call 1-833-201-5231. WAYS TO VOTE 0000 0000 0000 0000 0000 0000 0000 0000 0000 0000 0000 0000 0000 0000
0000 0000 NOTE: This is not an actual Control Number. Please refer to the voting instruction form for your unique Control Number. NOTE: This is not an actual Control Number. Please refer to the proxy card for your unique Control
Number. WWW.PROXYVOTE.COM Please have your proxy card in hand when accessing the website. There are easy-to-follow directions to help you complete the electronic voting instruction form. VOTE PROCESSING Mark, sign and date your proxy card
and return it in the postage-paid envelope provided. WITH A SMARTPHONE Vote by scanning the Quick Response Code or “QR Code” on the proxy card/voting instruction form enclosed. PHONE MAIL QR CODE ONLINE WITHOUT A PROXY CARD Call
1-833-201-5231 Monday to Friday, 9:00 a.m. to 10:00 p.m. ET to speak with a proxy specialist. WITH A PROXY CARD Call 1-800-690-6903 with a touch-tone phone to vote using an automated system.
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 Monroe Capital Corporation (“MRCC”) or Horizon Technology Finance Corporation (“HRZN”)
or the proposed sale of assets by MRCC to Monroe Capital Income Plus Corporation (“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 ability of the parties to complete the proposed transactions considering the various closing conditions; 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 (i) the timing or likelihood of the proposed transactions closing; (ii) the expected synergies and savings associated with the proposed
transactions; (iii) the ability to realize the anticipated benefits of the proposed transactions; (iv) the possibility that one or more of the various closing conditions to the transactions may not be satisfied or waived on a timely basis or otherwise,
including risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required
approvals by the shareholders of MRCC and/or HRZN may not be obtained; (v) the possibility that competing offers or acquisition proposals will be made; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) the
combined company’s plans, expectations, objectives and intentions, as a result of the transactions; (viii) the future operating results and net investment income or distribution projections of MRCC, HRZN or, following the closing of the transactions, the
combined company; (ix) the ability of Horizon Technology Finance Management LLC (“HTFM”) to implement its future plans with respect to the combined company; (x) the expected financings and investments and additional leverage that MRCC, HRZN or, following
the closing of the transactions, the combined company may seek to incur in the future; (xi) the adequacy of the cash resources and working capital of MRCC, HRZN or, following the closing of the transactions, the combined company; (xii) the risk that
shareholder litigation in connection with the proposed transactions may result in significant costs of defense and liability; (xiii) changes in the economy, financial markets and political environment, including the impacts of inflation and interest
rates; (xiv) risks associated with possible disruption in the operations of MRCC and/or HRZN or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, tariffs or public health crises and epidemics; (xv) future
changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xvi) conditions in MRCC’s and HRZN’s operating areas, particularly with respect to business development companies or regulated
investment companies; and (xvii) other considerations that may be disclosed from time to time in MRCC’s and HRZN’s publicly disseminated documents and filings. There is no assurance that the market price of HRZN’s shares, either absolutely or relative to
net asset value, will increase as a result of any share repurchases, to the extent effectuated, or that any repurchase plan will enhance shareholder value over the long term. HRZN and MRCC have based the forward-looking statements included in this
communication on information available to it 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 the Joint Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K.
Additional Information and Where to Find It
This communication relates to the proposed asset sale between MRCC and MCIP and the proposed merger of HRZN and MRCC, as well as certain related matters (the “Proposals”). In connection with the Proposals, HRZN has filed
with the SEC a registration statement on Form N-14 (File No. 333-290114) (the “Registration Statement”) that contains a combined joint proxy statement for HRZN and MRCC and a prospectus of HRZN (the “Joint Proxy Statement”), and HRZN and MRCC have
mailed the Joint Proxy Statement to their respective shareholders. The Joint Proxy Statement and the Registration Statement each contain important information about HRZN, MRCC, and the Proposals. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SHAREHOLDERS OF HRZN AND MRCC ARE URGED TO READ THE JOINT PROXY STATEMENT, THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HRZN, MRCC, AND THE PROPOSALS.
Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by HRZN, from HRZN’s website at
https://ir.horizontechfinance.com/ and, for documents filed by MRCC, from MRCC’s website at https://ir.monroebdc.com/. No information contained on either of HRZN’s or MRCC’s website is incorporated by reference in this communication and you should not
consider that information to be part of this communication.
Participants in the Solicitation
HRZN, its directors, certain of its executive officers and certain employees and officers of HTFM or Monroe Capital LLC (“Monroe Capital”) and their affiliates may be deemed to be participants in the solicitation of
proxies from the shareholders of MRCC and HRZN in respect of the Proposals. Information about the directors and executive officers of HRZN is set forth in its definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, which
was filed with the SEC on April 17, 2025 (as modified by the amendment to the definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders filed with the SEC on May 15, 2025, the “HRZN Proxy Statement”), and in the Joint Proxy
Statement, each as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the Joint Proxy Statement or HRZN Proxy Statement, as applicable. MRCC, its directors, certain of its executive officers and certain employees and
officers of Monroe Capital BDC Advisors, LLC or Monroe Capital and their affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the Proposals. Information about the directors and
executive officers of MRCC is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders (the “MRCC Proxy Statement”), which was filed with the SEC on April 21, 2025, and in the Joint Proxy Statement, each as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of the Joint Proxy Statement or MRCC Proxy Statement, as applicable. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the
HRZN and MRCC shareholders in respect of the proposed transactions and related shareholder approvals is contained in the Registration Statement, including the Joint Proxy Statement included therein, and will be contained in other relevant materials
when such documents become available. These documents may be obtained free of charge from the sources indicated above.
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 or any of its affiliates.
