Mount Logan Capital (NASDAQ: MLCI) sells $40M 8% notes due 2031 after pricing

Rhea-AI Filing Summary

Mount Logan Capital Inc. entered into an underwriting agreement to issue and sell $40,000,000 aggregate principal amount of 8.00% notes due 2031. The company also granted the underwriters an option to purchase up to an additional $6,000,000 of these notes within 30 days of January 15, 2026. The closing of this offering is expected on January 26, 2026, subject to customary conditions.

Mount Logan Capital expects to use the net proceeds primarily to repay outstanding indebtedness under its credit facility, with any remaining funds for general corporate purposes. The notes are expected to be listed on the Nasdaq Global Market within 30 days of January 26, 2026 and trade under the symbol "MLCIL". The issuance was registered on Form S-1 (File No. 333-292668), and the company issued press releases on January 14 and January 16, 2026 announcing the offering and its pricing.

Insights

Corporate finance analyst

Mount Logan Capital is raising $40M via 8.00% notes due 2031, mainly to refinance existing debt.

Mount Logan Capital Inc. agreed to issue and sell $40,000,000 of 8.00% notes due 2031, with an underwriters’ option for up to an additional $6,000,000. This creates fixed-rate debt running to 2031, providing long-term funding and replacing at least part of the company’s existing credit facility borrowing.

The company expects to use the net proceeds to repay outstanding indebtedness under its credit facility and apply any remainder to general corporate purposes. This shifts borrowings from a credit facility to a public note structure at an 8.00% coupon, which may change interest costs depending on the facility’s prior terms but extends maturity.

The notes are expected to list on the Nasdaq Global Market within 30 days of January 26, 2026 under the symbol MLCIL, which can support secondary trading liquidity. The transaction terms, including the underwriting agreement and the registration on Form S-1 (File No. 333-292668), outline standard indemnities and conditions; the actual impact will depend on closing and any exercise of the underwriters’ option.

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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 14, 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 any 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 15, 2026, Mount Logan Capital Inc. (the “Company”) entered into an Underwriting Agreement (the "Underwriting Agreement") with Lucid Capital Markets, LLC as representative of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Company of $40,000,000 aggregate principal amount of the Company’s 8.00% notes due 2031 (the “ Notes”). The closing of the offering is expected to occur on January 26, 2026, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the COmpany has also granted the Underwriters an option to purchase up to an additional $6,000,000 aggregate principal amount of the Notes within 30 days of January 15, 2026. 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 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 offer and sale of the Notes was registered pursuant to a registration statement on Form S-1 (File No. 333-292668), which was declared effective by the United States Securities and Exchange Commission on January 15, 2026. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, and the Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 14, 2026, the Company issued a press release announcing the proposed public underwritten offering of the Notes.

On January 16, 2026, the Company issued a press release announcing the pricing of the offering of the Notes.

Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

The information included in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, by and between Mount Logan Capital Inc. and Lucid Capital Markets, LLC, as representative of the several underwriters named therein
99.1						Press Release dated January 14, 2026
99.2						Press Release dated January 16, 2026
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 16, 2026			By:			/s/ Nikita Klassen
						Name:			Nikita Klassen
						Title:			Chief Financial Officer

FAQ

What financing transaction did Mount Logan Capital Inc. (MLCI) announce?

Mount Logan Capital Inc. entered into an underwriting agreement to issue and sell $40,000,000 aggregate principal amount of its 8.00% notes due 2031. This is a public underwritten offering of debt securities.

What is the interest rate and maturity of Mount Logan Capital’s new notes?

The new Mount Logan Capital notes carry an interest rate of 8.00% and are due in 2031, giving the company long-term fixed-rate debt.

How much additional debt can underwriters purchase in Mount Logan Capital’s offering?

Under the underwriting agreement, the company granted the underwriters an option to purchase up to an additional $6,000,000 aggregate principal amount of the 8.00% notes within 30 days of January 15, 2026.

How will Mount Logan Capital Inc. use the net proceeds from the 8.00% notes offering?

Mount Logan Capital expects to use the net proceeds primarily for the repayment of outstanding indebtedness under its credit facility, with any remaining amounts used for general corporate purposes.

When is the notes offering expected to close and where will the notes trade?

The closing of the offering is expected to occur on January 26, 2026, subject to customary closing conditions. The notes are expected to be listed on the Nasdaq Global Market within 30 days of that date and trade under the symbol "MLCIL".

Under which registration statement were Mount Logan Capital’s notes registered?

The offer and sale of the notes were registered pursuant to a registration statement on Form S-1 (File No. 333-292668), which was declared effective on January 15, 2026.

What disclosures did Mount Logan Capital make about press releases related to this notes offering?

Mount Logan Capital issued a press release on January 14, 2026 announcing the proposed public underwritten offering of the notes and another on January 16, 2026 announcing the pricing. These are attached as Exhibit 99.1 and Exhibit 99.2, respectively.