Mount Logan Capital (NASDAQ: MLCI) sells $40.0M 8.00% notes due 2031

Rhea-AI Filing Summary

Mount Logan Capital Inc. has completed a new debt financing by issuing $40.0 million in aggregate principal amount of 8.00% Notes due 2031 under a new Indenture with U.S. Bank Trust Company, National Association. The Notes mature on January 31, 2031, pay interest at 8.00% per year, with quarterly payments on January 30, April 30, July 30 and October 30, starting April 30, 2026.

The Notes are senior unsecured obligations, ranking equally with Mount Logan’s other unsecured, unsubordinated debt and ahead of any future subordinated debt, but behind secured debt to the extent of collateral and behind obligations of subsidiaries. The company may redeem the Notes at par plus accrued interest on or after January 31, 2028. The transaction closed on January 26, 2026, the Notes are expected to list on the Nasdaq Global Market under “MLCIL,” and Mount Logan expects to use the net proceeds mainly to repay its credit facility, with any remainder for general corporate purposes.

Insights

Credit and capital structure analyst

Mount Logan adds $40.0M fixed-rate debt to refinance its credit facility.

Mount Logan Capital Inc. issued $40.0 million of 8.00% Notes due 2031, creating a new layer of senior unsecured debt. The notes carry an 8.00% annual coupon with quarterly payments beginning on April 30, 2026, which sets a clear, recurring interest burden through maturity on January 31, 2031.

The notes rank pari passu with existing and future unsecured, unsubordinated indebtedness and are effectively subordinated to secured borrowings and structurally subordinated to subsidiary-level debt. This structure is typical for holding-company notes but means recoveries would depend on asset coverage and subsidiary cash flows if stress emerges.

The company expects to use net proceeds primarily to repay outstanding indebtedness under its credit facility, with any remaining funds for general corporate purposes. That suggests a shift from secured, floating-rate bank debt toward unsecured, fixed-rate capital markets funding, though the excerpt does not quantify interest cost changes or covenant differences. The notes are expected to be listed on the Nasdaq Global Market under “MLCIL,” which may support secondary market liquidity once trading begins within 30 days of January 26, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 26, 2026

MOUNT LOGAN CAPITAL INC.

(Exact name of registrant as specified in its charter)

Delaware			001-42813			33-2698952
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)
650 Madison Avenue, 3rd Floor New York, New York (Address of principal executive offices)						10022 (Zip Code)

(212) 891-2880

(Registrant’s telephone number, including area code)

Not Applicable

(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			Name of each exchange on which registered
Common Stock, $0.001 par value			MLCI			The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

On January 26, 2026, in connection with a previously announced public offering, Mount Logan Capital Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance, offer and sale of $40.0 million in aggregate principal amount of its 8.00% Notes due 2031 (the “Notes”).

The Notes will mature on January 31, 2031, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 8.00% per year and will be paid quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing April 30, 2026. The Notes are the Company’s direct senior unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness; senior to any series of preferred stock that the Company may issue in the future; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or future subsidiaries, financing vehicles or similar facilities.

The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after January 31, 2028, upon not less than 10 days’ nor more than 60 days’ notice prior to the date fixed for redemption thereof, at a redemption price of 100% of their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-1 (Registration No. 333-292668) previously filed with the SEC, and a final prospectus dated January 15, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on January 26, 2026.

The Notes are expected to be listed on the Nasdaq Global Market within 30 days of January 26, 2026 and to trade under the trading symbol “MLCIL”. The Company expects to use the net proceeds from the offering for the repayment of outstanding indebtedness under its credit facility and any remainder for general corporate purposes.

The foregoing descriptions of the Base Indenture, the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
4.1						Indenture, dated as of January 26, 2026, between the Registrant and U.S. Bank Trust Company, National Association
4.2						First Supplemental Indenture, dated as of January 26, 2026, between the Registrant and U.S. Bank Trust Company, National Association
4.3						Form of Global Note (included in Exhibit 4.2)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						MOUNT LOGAN CAPITAL INC.
Date:			January 26, 2026			By:			/s/ Nikita Klassen
						Name:			Nikita Klassen
						Title:			Chief Financial Officer

FAQ

What did Mount Logan Capital Inc. (MLCI) announce in this 8-K filing?

Mount Logan Capital Inc. disclosed that it entered into an Indenture and First Supplemental Indenture with U.S. Bank Trust Company, National Association and issued $40.0 million in aggregate principal amount of its 8.00% Notes due 2031 in connection with a previously announced public offering.

What are the key terms of Mount Logan Capital’s 8.00% Notes due 2031?

The Notes have an 8.00% annual interest rate, mature on January 31, 2031, and pay interest quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, beginning April 30, 2026. They are senior unsecured obligations of the company.

How do the new 8.00% Notes rank in Mount Logan Capital’s capital structure?

The Notes are direct senior unsecured obligations that rank pari passu with existing and future unsecured, unsubordinated indebtedness; senior to any future preferred stock and expressly subordinated debt; effectively subordinated to secured debt up to the value of collateral; and structurally subordinated to debt and obligations of subsidiaries.

When can Mount Logan Capital redeem the 8.00% Notes, and at what price?

Mount Logan Capital may redeem the Notes, in whole or in part, at its option on or after January 31, 2028, upon at least 10 and not more than 60 days’ notice, at a redemption price of 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

How will Mount Logan Capital use the net proceeds from the $40.0 million notes offering?

The company expects to use the net proceeds from the offering to repay outstanding indebtedness under its credit facility and to use any remaining proceeds for general corporate purposes.

On which market will Mount Logan Capital’s new Notes trade and under what symbol?

The Notes are expected to be listed on the Nasdaq Global Market within 30 days of January 26, 2026 and to trade under the symbol “MLCIL.”

Under which registration statement were Mount Logan Capital’s 8.00% Notes offered?

The Notes were offered and sold in a registered offering under the Securities Act of 1933 pursuant to Mount Logan Capital’s registration statement on Form S-1 (Registration No. 333-292668) and a final prospectus dated January 15, 2026.