Horizon Technology Finance (HRZN) investors approve merger share issuance and contingent director

Rhea-AI Filing Summary

Horizon Technology Finance Corporation held a special stockholder meeting where investors approved key steps related to a planned merger. Stockholders authorized the issuance of common shares pursuant to the Merger Agreement, allowing the company to move forward with the transaction. As of January 15, 2026, 46,316,648 common shares were outstanding and eligible to vote.

On the merger share issuance proposal, 19,318,369 votes were cast in favor, 3,776,878 against, and 1,755,735 abstained, showing clear support. Stockholders also elected Thomas J. Allison as a Class I director, with 20,996,897 votes for and 3,854,085 withheld, contingent on the merger’s closing.

Positive

• Merger share issuance approved: Stockholders authorized issuing common stock under the Merger Agreement with 19,318,369 votes for versus 3,776,878 against and 1,755,735 abstentions, clearing a key condition to proceed with the transaction.
• Contingent director election: Stockholders elected Thomas J. Allison as a Class I director, 20,996,897 votes for and 3,854,085 withheld, contingent on the merger closing, helping define post-merger board composition.

Negative

• None.

Insights

M&A and corporate governance analyst

Stockholders approved merger share issuance and a contingent director election.

Horizon Technology Finance Corporation received stockholder approval to issue common shares under its Merger Agreement, a necessary governance step for completing the transaction. The vote showed substantial support, with 19,318,369 votes in favor versus 3,776,878 against and 1,755,735 abstentions.

Stockholders also elected Thomas J. Allison as a Class I director, with 20,996,897 votes for and 3,854,085 withheld, but his appointment becomes effective only if the merger closes. This structure ties board composition directly to the combined company’s post-merger governance framework.

The impact ultimately depends on the merger closing and subsequent integration, but these approvals clear important procedural hurdles. Future company filings tied to the Merger Agreement will provide more detail on timing and post-transaction strategy once remaining closing conditions are addressed.

false 0001487428 0001487428 2026-03-13 2026-03-13 0001487428 hrzn:CommonStockCustomMember 2026-03-13 2026-03-13 0001487428 hrzn:NotesDue2027625CustomMember 2026-03-13 2026-03-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2026

HORIZON TECHNOLOGY FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		814-00802		27-2114934
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

312 Farmington Avenue

Farmington, CT 06032

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (860) 676-8654

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		HRZN		The Nasdaq Stock Market LLC
6.25% Notes due 2027		HTFC		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Special Meeting Results

On March 13, 2026, Horizon Technology Finance Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved two proposals as set forth below. The proposals are described in detail in the Company’s definitive proxy statement/prospectus for the Special Meeting, as filed with the Securities and Exchange Commission on January 20, 2026 (the “Proxy Statement”). As of January 15, 2026, the record date for the Special Meeting, 46,316,648 shares of the Company’s common stock were outstanding and eligible to vote. There were no broker non-votes at the Special Meeting.

Proposal 1: The Company’s stockholders approved the issuance of shares of the Company’s common stock, par value $0.001 per share, pursuant to the Merger Agreement, as defined in the Proxy Statement. The final voting results from the Special Meeting on this proposal were as follows:

For	Against	Abstain
19,318,369	3,776,878	1,755,735

Proposal 2: The Company’s stockholders elected one Class I director of the Company, who will serve until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified; provided, however, that such appointment is contingent upon the closing of the Merger (as defined in the Proxy Statement). The final voting results from the Special Meeting on this proposal were as follows:

Name	For	Withheld
Thomas J. Allison	20,996,897	3,854,085

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2026	HORIZON TECHNOLOGY FINANCE CORPORATION
	By:	/s/ Michael P. Balkin
		Michael P. Balkin
		Chief Executive Officer

FAQ

What did Horizon Technology Finance (HRZN) stockholders approve at the March 13, 2026 special meeting?

Stockholders approved issuing Horizon Technology Finance common shares under the Merger Agreement and elected Thomas J. Allison as a Class I director, with his appointment contingent on the merger closing. These approvals help satisfy key shareholder conditions required to move the merger process forward.

How did Horizon Technology Finance (HRZN) stockholders vote on the merger share issuance proposal?

For the share issuance under the Merger Agreement, 19,318,369 votes were cast in favor, 3,776,878 against, and 1,755,735 abstained. This indicates clear majority support among voting stockholders for issuing new common shares required to complete the merger transaction.

Who was elected as director at Horizon Technology Finance’s March 2026 special meeting?

Stockholders elected Thomas J. Allison as a Class I director, receiving 20,996,897 votes for and 3,854,085 withheld. His term runs until the 2026 annual meeting, but his appointment is expressly contingent on the closing of the merger described in the proxy statement.

How many Horizon Technology Finance (HRZN) shares were eligible to vote at the special meeting?

As of January 15, 2026, the record date for the special meeting, 46,316,648 shares of Horizon Technology Finance common stock were outstanding and eligible to vote. The company also reported that there were no broker non-votes recorded for any of the proposals considered.

Is the new Horizon Technology Finance director election effective immediately after the vote?

No. The election of Thomas J. Allison as a Class I director is explicitly contingent on the closing of the merger referenced in the proxy statement. His appointment will only become effective if the merger closes, aligning his service with the post-transaction governance structure.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.0 KB