[8-K] Logan Ridge Finance Corporation Reports Material Event

Rhea-AI Filing Summary

Evolent Health, Inc. (EVH) filed a Form 4 reporting an equity-based compensation grant to President Daniel J. McCarthy. On 07/01/2025 Mr. McCarthy received 44,767 Class A common shares in the form of restricted stock units (RSUs) under the Amended and Restated 2015 Omnibus Incentive Compensation Plan at an effective purchase price of $0.00. Following the award, his aggregate beneficial ownership increased to 433,771 shares.

The award vests on a staggered schedule: 34 % on 07/01/2026, and 33 % on each of 07/01/2027 and 07/01/2028. These RSUs represent the second portion of the annual grant cycle; issuance was contingent on shareholder approval of additional plan shares, which occurred at the 06/05/2025 annual meeting.

No derivative securities were reported, and the filing indicates direct ownership. The transaction neither involved open-market purchases nor sales; therefore, it does not immediately alter the public float but does expand future fully-diluted share count once the RSUs settle.

Insights

Corporate Governance Expert

TL;DR: Standard multi-year RSU grant aligns the president’s incentives with shareholders; limited immediate impact.

The filing reflects routine equity compensation rather than discretionary insider buying. A three-year vesting schedule encourages management retention and long-term value creation, consistent with governance best practices. Because shares were issued under an already-approved plan, the governance risk is low. Investors should note that settlement will incrementally increase diluted share count, but the magnitude—~0.05 % of 83 million shares outstanding (based solely on grant size)—is immaterial to ownership structure. Overall, I view the disclosure as neutral with a slight positive tilt toward alignment.

Equity Compensation Analyst

TL;DR: Grant adds 44.8k RSUs; expense will amortize over three years, modestly affecting EPS dilution.

The RSUs will generate non-cash stock-based compensation expense over the 2026-2028 period, marginally lowering reported GAAP earnings. Assuming a mid-$30 share price, the fair-value cost approximates $1.5 million, insignificant versus EVH’s trailing twelve-month revenue base. No cash outflow occurs, preserving liquidity. Given the small scale and predictable amortization, I classify the impact as neutral for valuation models.

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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): June 20, 2025

Logan Ridge Finance Corporation

(Exact name of Registrant as specified in its charter)

Maryland			814-01022			90-0945675
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

650 Madison Avenue, 3rd Floor
New York			,			New York			10022
(Address of principal executive offices)									(Zip Code)

(Registrant’s telephone number, including area code): (212) 891-2880

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

LRFC

The NASDAQ Global Select Market

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

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.

On June 20, 2025, Logan Ridge Finance Corporation (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved one proposal as set forth below. The proposal is described in detail in the definitive proxy statement for the Special Meeting as filed by Portman Ridge Finance Corporation (“PTMN”) with the Securities and Exchange Commission on May 13, 2025.

Proposal: The Company’s stockholders approved the merger of Portman Ridge Merger Sub Inc., a Maryland corporation and a direct wholly-owned subsidiary of PTMN (“Merger Sub”) with and into the Company (the “Merger”), with the Company continuing as the surviving company and as a wholly-owned subsidiary of PTMN pursuant to the Agreement and Plan of Merger, dated as of January 29, 2025 (the “Merger Agreement”), by and among the Company; Merger Sub; PTMN; solely for the limited purposes therein, Mount Logan Management, LLC, a Delaware limited liability company and the external investment adviser to the Company; and, solely for the limited purposes therein, Sierra Crest Investment Management, LLC, a Delaware limited liability company and the external investment adviser to PTMN. Immediately after the effectiveness of the Merger, the Company will merge with and into PTMN, with PTMN continuing as the surviving company. The Company’s stockholders approved the Merger based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
1,628,011						192,390						4,695						0

Item 7.01. Regulation FD Disclosure.

On June 20, 2025, the Company issued a press release announcing that the stockholders of the Company have approved the proposal related to the previously announced merger of the Company into PTMN at the Special Meeting. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibit
99.1						Press Release, dated June 20, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

LOGAN RIDGE FINANCE CORPORATION
By:			/s/ Brandon Satoren
Name:			Brandon Satoren
Title:			Chief Financial Officer

Date: June 20, 2025

FAQ

How many EVH shares did President Daniel McCarthy receive on 07/01/2025?

He was granted 44,767 restricted stock units representing Class A common shares.

What is the vesting schedule for the new EVH RSUs?

The award vests 34 % on 07/01/2026 and 33 % on both 07/01/2027 and 07/01/2028.

Did Daniel McCarthy purchase EVH shares with cash?

No. The Form 4 reports a stock grant at $0 purchase price; there was no open-market purchase.

How many EVH shares does the president now beneficially own?

After the grant, Mr. McCarthy beneficially owns 433,771 shares of Class A common stock.

Was shareholder approval required for this EVH equity award?

Yes. Shareholders approved additional shares under the 2015 Omnibus Incentive Plan on 06/05/2025, enabling the grant.