MidCap Financial cancels Q3 call after Ares merger deal

MFIC plans to release its September-quarter results before the market opens on November 5 despite canceling the scheduled call.

Rhea-AI Filing Summary

MidCap Financial Investment Corporation (MFIC) entered into a definitive merger agreement with Ares Capital Corporation (ARCC), under which ARCC will acquire MFIC. In light of the pending transaction, MFIC canceled its third-quarter 2026 earnings call and webcast, previously scheduled for November 5, 2026, at 8:30 a.m. Eastern Time. MFIC will issue results for the quarter ended September 30, 2026, as originally scheduled, before the opening of the Nasdaq Global Select Market on November 5.

ARCC will file a Form N-14 registration statement that will include a proxy statement for MFIC stockholders and a prospectus for ARCC. MFIC will mail the combined proxy statement/prospectus to its stockholders. The proposed transaction requires stockholder approval and may require regulatory approvals.

Filing Explained

The filing adds that the number of ARCC shares issued in the proposed merger will be affected by MFIC’s special dividend from undistributed taxable income, ARCC’s net asset value per share, and ARCC’s trading price, so the share amount depends on those inputs.

Key Figures

Quarter ended: September 30, 2026 Earnings call scheduled time: 8:30 a.m. Eastern Time Middle-market EBITDA definition: Less than $75 million

3 metrics

Quarter ended September 30, 2026 MFIC's third-quarter results

Earnings call scheduled time 8:30 a.m. Eastern Time Previously scheduled for November 5, 2026

Middle-market EBITDA definition Less than $75 million MFIC generally defines middle-market companies by this EBITDA threshold, subject to stated adjustments

Key Terms

business development company, regulated investment company, first lien senior secured loans, undistributed taxable income, +1 more

5 terms

business development company regulatory

"elected to be treated as a business development company"

A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

regulated investment company regulatory

"elected to be treated as a regulated investment company"

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.

first lien senior secured loans financial

"invests in directly originated and privately negotiated first lien senior secured loans"

A first lien senior secured loan is a debt that is backed by specific collateral and has the highest priority claim on that collateral if a borrower defaults, like a first mortgage that gets paid before others. For investors this matters because it generally reduces the risk of loss compared with unsecured or lower‑priority debt, though that lower risk often comes with lower potential returns.

undistributed taxable income financial

"special dividend from the Company’s undistributed taxable income"

Undistributed taxable income is income a pooled investment (like a mutual fund or trust) has earned but has not yet paid out to shareholders; tax rules can treat that income as if it were distributed. For investors this matters because you may owe taxes on income you haven’t actually received—similar to getting a bill for money still held by the fund—and it can change your after-tax return and the tax basis of your investment, so it influences income tax timing and planning.

net asset value per share financial

"the net asset value per share of ARCC"

Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did MFIC cancel its third-quarter 2026 earnings call?

MFIC canceled the call and webcast because it had entered into a definitive merger agreement with ARCC, under which ARCC will acquire MFIC. The call had been scheduled for November 5, 2026, at 8:30 a.m. Eastern Time.

When will MFIC release its third-quarter 2026 results?

MFIC plans to issue results for the quarter ended September 30, 2026, before the opening of the Nasdaq Global Select Market on November 5, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 06:14 PM EDT Accepted by SEC EDGAR 10/30/2026 - 05:10 PM EDT Learn about SEC filing dates

FILED BY MIDCAP FINANCIAL INVESTMENT CORPORATION

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: MIDCAP FINANCIAL INVESTMENT CORPORATION

COMMISSION FILE NO. 814-00646

MidCap Financial Investment Corporation Cancels Earnings Conference Call

Due to Pending Acquisition

New York, NY – October 30, 2026 – MidCap Financial Investment Corporation (NASDAQ: MFIC) (the “Company”) announced today that, in light of entering into a definitive merger agreement (the “Merger Agreement”) with Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”), under which ARCC will acquire the Company (the “Transaction”), it will not hold the third quarter 2026 earnings conference call and webcast previously scheduled for Thursday, November 5, 2026, at 8:30 a.m. Eastern Time.

The Company will issue its results for the quarter ended September 30, 2026, as originally scheduled, prior to the opening of the Nasdaq Global Select Market on November 5, 2026.

About MidCap Financial Investment Corporation

MidCap Financial Investment Corporation (NASDAQ: MFIC) is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). For tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Apollo Investment Management, L.P. (“Apollo”), an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries, a high-growth global alternative asset manager. The Company’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company primarily invests in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. To a lesser extent, the Company may invest in other types of securities including, first lien unitranche, second lien senior secured, unsecured, subordinated, and mezzanine loans, and equities in both private and public middle market companies. For more information, please visit www.midcapfinancialic.com.

About Ares Capital Corporation

Founded in 2004, ARCC is a leading specialty finance company focused on providing direct loans and other investments in private middle-market companies in the United States. ARCC’s objective is to source and invest in high-quality borrowers that need capital to achieve their business goals, which oftentimes can lead to economic growth and employment. ARCC believes its loans and other investments in these companies can help generate attractive levels of current income and potential capital appreciation for investors. ARCC, through its investment manager, utilizes its extensive, direct origination capabilities and incumbent borrower relationships to source and underwrite predominantly senior secured loans but also subordinated debt and equity investments. ARCC has elected to be regulated as a BDC and was the largest publicly traded BDC by market capitalization as of September 30, 2026. ARCC is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES) (“Ares Management”), a publicly traded, leading global alternative investment manager. For more information about ARCC, visit www.arescapitalcorp.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition, including statements regarding the Transaction pursuant to the Merger Agreement. The forward-looking statements may include statements as to: the consummation of the Transaction, the future operating results of ARCC, the Company and, following the closing of the Transaction, the combined company, and distribution projections; business prospects of ARCC, the Company and the combined company, and the prospects of their portfolio companies; and the impact of the investments that ARCC, the Company and the combined company expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “could,” “estimate,” “overestimate,” “underestimate,” “project,” “intend,” “may,” “will,” “endeavor,” “potential,” “predict,” “continue,” “target” and “would” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual 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 planned, projected, or estimated, including the uncertainties associated with (i) the ability of the parties to consummate the Transaction on the expected timeline, or at all; (ii) the failure of the Company’s stockholders to approve the Transaction and the other Proposals (as defined below); (iii) the possibility that any or all of the various conditions to the consummation of the Transaction, including the receipt of any required regulatory approvals, may not be satisfied or waived on a timely basis or at all, and including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction or may require conditions, limitations or restrictions in connection with such approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay a termination fee; (v) the possibility that competing offers or acquisition proposals for the Company will be made; (vi) ARCC’s ability to realize the anticipated benefits of the Transaction, including the expected accretion to ARCC’s core earnings and the expected elimination of certain expenses and costs, including as a result of delay in completing the Transaction or integrating the businesses of the Company and ARCC; (vii) the amount of the special dividend from the Company’s undistributed taxable income, the net asset value per share of ARCC and the trading price of ARCC common stock, each of which will affect the number of shares of ARCC common stock issued in the Transaction; (viii) risks related to diverting management’s attention from ongoing business operations and the effect of the announcement or pendency of the Transaction on the business relationships, operating results and business generally of ARCC and the Company; (ix) the combined company’s plans, expectations, objectives and intentions as a result of the Transaction, including the integration of the Company’s portfolio; (x) the future operating results and net investment income projections of ARCC, the Company or, following the closing of the Transaction, the combined company; (xi) the ability of Ares Management to implement its future plans with respect to the combined company and to attract and retain highly talented professionals; (xii) the business prospects of ARCC, the Company or the combined company and the ability of their portfolio companies to achieve their objectives; (xiii) the expected financings and investments and additional leverage that ARCC, the Company or the combined company may seek to incur in the future; (xiv) the adequacy of the cash resources and working capital of ARCC, the Company or the combined company; (xv) the timing of cash flows, if any, from the operations of the portfolio companies of ARCC, the Company or the combined company; (xvi) the ability of ARCC and the combined company to maintain their qualification as a BDC under the 1940 Act, and as a RIC under Subchapter M of the Code; (xvii) general economic, political and market conditions, including changes in interest rates and credit spreads; (xviii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xix) the risk that stockholder litigation in connection with the Transaction may result in significant costs of defense and liability; (xx) unexpected costs, charges or expenses resulting from the Transaction, and (xxi) such other factors as are described under the heading “Risk Factors” in ARCC’s and the Company’s respective annual reports on Form

10-K, quarterly reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking statements speak only as of the date of this press release. ARCC and the Company have based the forward-looking statements included in this press release on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although ARCC and the Company 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 they may make directly to you or through reports that ARCC and/or the Company in the future may file with the SEC, including the Proxy Statement/Prospectus and the Registration Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

No Offer or Solicitation

This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release 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 ARCC, the Company or in any fund or other investment vehicle managed by Ares Management, Apollo or any of their respective affiliates.

Additional Information and Where to Find It

This press release relates to the proposed Transaction and certain related matters (the “Proposals”). In connection with the Proposals, ARCC will file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include a proxy statement of the Company and a prospectus of ARCC (the “Proxy Statement/Prospectus”), and the Company will mail the Proxy Statement/Prospectus to its stockholders. The Proxy Statement/Prospectus and the Registration Statement will each contain important information about ARCC, the Company, the Transaction 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.

INVESTORS IN ARCC AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCC, THE COMPANY, THE TRANSACTION 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 ARCC, from ARCC’s website at www.arescapitalcorp.com, and, for documents filed by the Company, from the Company’s website at www.midcapfinancialic.com.

Participants in the Solicitation

ARCC, its directors, certain of its executive officers and certain employees and officers of Ares Management and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of ARCC is set forth in its proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 5, 2026. The Company, its directors, certain of its executive officers and certain employees and officers of Apollo and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2026. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the Proposals, including a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus when it becomes available. These documents may be obtained free of charge from the sources indicated above.

Contact

Elizabeth Besen

Investor Relations Manager

MidCap Financial Investment Corporation

(212) 822-0625

ebesen@apollo.com