Monroe Capital (MRCC) seeks approval for asset sale and merger with Horizon Technology Finance (HRZN)

Rhea-AI Filing Summary

Monroe Capital Corporation is soliciting shareholder votes for a special meeting on March 13, 2026. The meeting will consider proposals related to a proposed sale of assets by Monroe Capital Corporation to Monroe Capital Income Plus Corporation and a proposed merger of Monroe Capital Corporation with and into Horizon Technology Finance Corporation.

Call center and automated scripts guide shareholders through receiving proxy materials and casting votes by mail, phone or internet. The Board of Directors recommends voting “FOR” each proposal, and the materials emphasize the importance of shareholder participation to achieve a quorum and complete the proposed transactions.

Insights

BDC transactions analyst

Monroe Capital seeks shareholder approval for an asset sale and merger with Horizon Technology Finance.

The communication explains that Monroe Capital Corporation (MRCC) has proposals involving an asset sale to Monroe Capital Income Plus Corporation and a merger of MRCC with and into Horizon Technology Finance Corporation (HRZN). These transactions require shareholder approval at a special meeting on March 13, 2026.

The materials detail proxy solicitation logistics, including outbound calls, re‑mailing or emailing proxy materials, and the option to vote by phone, mail, or internet. The Board recommends voting “FOR” each proposal, but the economic terms, valuation details, and expected financial impact are not described in this excerpt, so implications for shareholders depend on the separate Joint Proxy Statement and Registration Statement.

Extensive forward‑looking statement language highlights uncertainties such as closing timing, regulatory and shareholder approvals, expected synergies, financing and leverage plans, and broader market and geopolitical risks. Future SEC filings, including the Joint Proxy Statement and related reports, are referenced as primary sources for detailed terms and ongoing updates on the proposed combination.

Filed by Monroe Capital Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed under Rule 14a-6 of the Securities Exchange Act of 1934

Subject Company: Monroe Capital Corporation

File No. of Related Registration Statement: 333-290114

 

Solicitation Script (Inbound and Outbound)

Monroe Capital Corporation

Meeting Date: MARCH 13, 2026

Toll-Free Number: 1-833-501-4817

INBOUND GREETING:

Thank you for calling the Broadridge Proxy Services Center for Monroe Capital Corporation. My name is <Agent Name>. How may I assist you today?

GENERAL OUTBOUND GREETING:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms. <Shareholder’s Last Name>. My name is <agent name> and I am a proxy voting specialist calling on a recorded line on behalf of Monroe Capital Corporation to confirm you have received the proxy materials for its special meeting of shareholders scheduled for March 13, 2026. Have you received the proxy materials?

NEAR MEETING DATE OUTBOUND GREETING:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms. <Shareholder’s Last Name>. My name is <agent name> and I am a proxy voting specialist calling on a recorded line on behalf of Monroe Capital Corporation to confirm you have received the proxy materials for the special meeting of shareholders scheduled in just a few days on March 13, 2026. Have you received the proxy materials?

ADJOURNMENT OUTBOUND GREETING:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hi Mr. /Ms. <Shareholder’s Last Name>, my name is <Agent Name> and I am a proxy voting specialist calling on a recorded line on behalf of Monroe Capital Corporation. Due to the lack of shareholder participation, the special meeting of shareholders has been adjourned to <date/time>.  Have you received the proxy materials?

   

VOTING:

The Board of Directors has recommended a vote IN FAVOR of, or “FOR”, each of the proposals.  Would you like to vote along with the recommendations of the board for all of your accounts?

Thank you, I am recording your <for, against, abstain> vote.  For confirmation purposes, please state your full name.

And according to our records, you currently reside at <read street address, city, and state > is that correct? For confirmation purposes, please state your zip code.

© 2023 Broadridge Financial Solutions, Inc., Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc. broadridge.com   CONFIDENTIAL INFORMATION

Thank you.  You will receive a confirmation of your voting instructions within 5 days.  If you have any questions, please contact us at this toll-free number 1-833-501-4817.

Mr./Ms. <Shareholder’s Last Name>, your vote is important, and your time is appreciated.  Thank you and have a good <day, evening, night>.

IF UNSURE OF VOTING OR DOES NOT WANT TO VOTE ALONG WITH THE RECOMMENDATION OF THE BOARD:

Would you like me to review the proposals with you?   <After review, ask them if they would like to vote now over the phone>.

IF NOT RECEIVED/REQUESTING MATERIAL TO BE RE-MAILED:

I can resend the proxy materials to you, or I can review the proposals with you and record your vote immediately by phone. <Pause for response>

AFTER REVIEW, ASK THEM IF THEY WOULD LIKE TO VOTE NOW OVER THE PHONE:

The Board of Directors recommends that you vote “FOR” the proposals. Would you like to vote along with the recommendations of the Board for all your accounts?

IF THEY DON’T WANT PROPOSALS REVIEWED:

Do you have an email address this can be sent to? <If yes, enter the email address in the notes and read it back phonetically to the shareholder.>

Thank you.  You should receive the proxy materials shortly and the materials will inform you of the methods available to cast your vote, one of which is to call us back at 1-833-501-4817.

IF NOT INTERESTED:

I am sorry for the inconvenience. Please be aware that as a shareholder, your vote is very important.  Please fill out and return your proxy card at your earliest convenience.  If you would rather not do that, you can always vote via the other methods outlined in the proxy materials. Thank you again for your time today and have a wonderful day/evening.

VOTING (ANY VOTE NEEDED): 

The Board of Directors  has recommended a vote “FOR” each of the proposals. You may choose to vote Against or Abstain and help the company reach a quorum. How would you like to vote on your accounts today?

And this (for/against/abstain) vote will be for all of your accounts accordingly?

REGISTERED HOLDER WANTS A NEW PROXY CARD/OR THEIR CONTROL NUMBER: <send complete contact information name, address, control #, & shares to Broadridge>:

Your control number can be found on your proxy card. I can arrange to have a new proxy card sent to you. However, I can record your voting instructions right now so that it will be represented at the upcoming meeting.  The Board of Directors has recommended a vote “FOR” each of the proposals. Would you like to vote along with the recommendations of the Board for all your accounts?

BENEFICIAL HOLDER WANTS A NEW VIF/OR THEIR CONTROL NUMBER:

Your control number can be found on your Vote Instruction Form. You can contact your broker/financial advisor, and they can arrange to have a new voting instruction form sent to you.  However, I can record your voting instructions right now so that it will be represented at the upcoming meeting.  The Board of Directors has recommended a vote “FOR” each of the proposals. Would you like to vote along with the recommendations of the Board of Directors for all your accounts?

ANSWERING MACHINE MESSAGE:

Hello, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of Monroe Capital Corporation. You should have received the proxy materials electronically or in the mail concerning the special meeting of shareholders to be held on March 13, 2026.

Your vote is very important.  Please sign, date and promptly mail your proxy card in the postage-paid envelope provided.  Internet and telephone voting are also available.  To vote over the Internet please follow the instructions provided in the proxy materials.  If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 1-833-501-4817 and a proxy voting specialist will assist you.  Specialists are available Monday through Friday, 9AM to 10PM Eastern Time.  Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.

AUTOMATED ANSWERING MACHINE MESSAGE (ONLY ON LANDLINES):

Hello, this is the Broadridge Proxy Services Center calling with an important message on behalf of Monroe Capital Corporation.  You should have received the proxy materials electronically or in the mail concerning the special meeting of shareholders to be held on March 13, 2026.

Your vote is very important.  Please sign, date and promptly mail your proxy card in the postage-paid envelope provided.  Internet and telephone voting are also available.  To vote over the Internet please follow the instructions provided in the proxy materials.  If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 1-833-501-4817 and a proxy voting specialist will assist you.  Specialists are available Monday through Friday, 9AM to 10PM Eastern Time.  Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.

PRE-RECORDED MESSAGES – NO CHANGES

INBOUND - CLOSED RECORDING:

Thank you for calling the Broadridge Proxy Services Center. Our offices are now closed.  Please call us back during our normal business hours which are, Monday through Friday, 9AM to 10PM Eastern Time.  Thank you.

INBOUND - CALL IN QUEUE MESSAGE:

Thank you for calling the Broadridge Proxy Services Center.  Our proxy specialists are currently assisting other callers.  Your call is important to us.  Please continue to hold and your call will be answered in the order it was received.

END OF CAMPAIGN MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. The meeting has been held and as a result, this toll-free number is no longer in service for proxy-related calls. If you have questions regarding your investment, please contact your Investment professional.  Thank you.

CC HOURS (EASTERN TIME):

Monday through Friday, 9AM to 10PM

Forward-Looking Statements

Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition of Monroe Capital Corporation (“MRCC”) or Horizon Technology Finance Corporation (“HRZN”) or the proposed sale of assets by MRCC to Monroe Capital Income Plus Corporation (“MCIP”) and the proposed merger of MRCC with and into HRZN. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions considering the various closing conditions; the expected benefits of the proposed transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the surviving companies following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual events and 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 projected, including, without limitation, the uncertainties associated with (i) the timing or likelihood of the proposed transactions closing; (ii) the expected synergies and savings associated with the proposed transactions; (iii) the ability to realize the anticipated benefits of the proposed transactions; (iv) the possibility that one or more of the various closing conditions to the transactions may not be satisfied or waived on a timely basis or otherwise, including risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required approvals by the shareholders of MRCC and/or HRZN may not be obtained; (v) the possibility that competing offers or acquisition proposals will be made; (vi) risks related to diverting management's attention from ongoing business operations; (vii) the combined company’s plans, expectations, objectives and intentions, as a result of the transactions; (viii) the future operating results and net investment income or distribution projections of MRCC, HRZN or, following the closing of the transactions, the combined company; (ix) the ability of Horizon Technology Finance Management LLC (“HTFM”) to implement its future plans with respect to the combined company; (x) the expected financings and investments and additional leverage that MRCC, HRZN or, following the closing of the transactions, the combined company may seek to incur in the future; (xi) the adequacy of the cash resources and working capital of MRCC, HRZN or, following the closing of the transactions, the combined company; (xii) the risk that shareholder litigation in connection with the proposed transactions may result in significant costs of defense and liability; (xiii) changes in the economy, financial markets and political environment, including the impacts of inflation and interest rates; (xiv) risks associated with possible disruption in the operations of MRCC and/or HRZN or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, tariffs or public health crises and epidemics; (xv) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xvi) conditions in MRCC’s and HRZN’s operating areas, particularly with respect to business development companies or regulated investment companies; and (xvii) other considerations that may be disclosed from time to time in MRCC’s and HRZN's publicly disseminated documents and filings. There is no assurance that the market price of HRZN’s shares, either absolutely or relative to net asset value, will increase as a result of any share repurchases, to the extent effectuated, or that any repurchase plan will enhance shareholder value over the long term. HRZN and MRCC have based the forward-looking statements included in this communication on information available to it on the date hereof, and neither HRZN, MRCC nor their affiliates assume any obligation to update any such forward-looking statements. Although HRZN and MRCC 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 HRZN and MRCC may make directly to you or through reports that they have filed with the Securities and Exchange Commission (the “SEC”), or in the future may file with the SEC, including the Joint Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Additional Information and Where to Find It

This communication relates to the proposed asset sale between MRCC and MCIP and the proposed merger of HRZN and MRCC, as well as certain related matters (the “Proposals”). In connection with the Proposals, HRZN has filed with the SEC a registration statement on Form N-14 (File No. 333-290114) (the “Registration Statement”) that contains a combined joint proxy statement for HRZN and MRCC and a prospectus of HRZN (the “Joint Proxy Statement”), and HRZN and MRCC have mailed the Joint Proxy Statement to their respective shareholders. The Joint Proxy Statement and the Registration Statement each contain important information about HRZN, MRCC, 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. SHAREHOLDERS OF HRZN AND MRCC ARE URGED TO READ THE JOINT PROXY STATEMENT, THE 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 CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HRZN, MRCC, 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 HRZN, from HRZN’s website at https://ir.horizontechfinance.com/ and, for documents filed by MRCC, from MRCC’s website at https://ir.monroebdc.com/. No information contained on either of HRZN’s or MRCC’s website is incorporated by reference in this communication and you should not consider that information to be part of this communication.

Participants in the Solicitation

HRZN, its directors, certain of its executive officers and certain employees and officers of HTFM or Monroe Capital LLC (“Monroe Capital”) and their affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the Proposals. Information about the directors and executive officers of HRZN is set forth in its definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (as modified by the amendment to the definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders filed with the SEC on May 15, 2025, the “HRZN Proxy Statement”), and in the Joint Proxy Statement, each as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the Joint Proxy Statement or HRZN Proxy Statement, as applicable. MRCC, its directors, certain of its executive officers and certain employees and officers of Monroe Capital BDC Advisors, LLC or Monroe Capital and their affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the Proposals. Information about the directors and executive officers of MRCC is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders (the “MRCC Proxy Statement”), which was filed with the SEC on April 21, 2025, and in the Joint Proxy Statement, each as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the Joint Proxy Statement or MRCC Proxy Statement, as applicable. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the HRZN and MRCC shareholders in respect of the proposed transactions and related shareholder approvals is contained in the Registration Statement, including the Joint Proxy Statement included therein, and will be contained in other relevant materials when such documents become available. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this document 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 HRZN or MRCC or in any fund or other investment vehicle managed by Monroe Capital or any of its affiliates.

FAQ

What transaction is Monroe Capital Corporation (MRCC) asking shareholders to vote on?

Monroe Capital Corporation seeks approval for Proposals relating to a proposed sale of assets to Monroe Capital Income Plus Corporation and a proposed merger of MRCC with and into Horizon Technology Finance Corporation. Details are contained in the Joint Proxy Statement and related Registration Statement filed with the SEC.

When is the Monroe Capital Corporation special shareholder meeting scheduled?

The special meeting of Monroe Capital Corporation shareholders is scheduled for March 13, 2026. Proxy scripts and recorded messages repeatedly reference this date and encourage shareholders to review the mailed or electronic proxy materials and cast their votes by mail, telephone, or internet before or by the meeting.

How does the Monroe Capital (MRCC) Board recommend shareholders vote on the proposals?

The Board of Directors of Monroe Capital Corporation recommends that shareholders vote “FOR” each of the proposals at the special meeting. Call scripts consistently ask whether shareholders wish to vote in line with the Board’s recommendations across all their accounts when recording voting instructions.

How can MRCC and HRZN shareholders obtain the Joint Proxy Statement and Registration Statement?

Shareholders can access the Joint Proxy Statement and Registration Statement free of charge on the SEC’s website at sec.gov. Documents filed by Horizon Technology Finance Corporation are also available on its investor relations website, and Monroe Capital Corporation’s filings are available on its own investor relations website.

What risks and uncertainties are highlighted regarding the MRCC and HRZN proposed transactions?

The communication lists risks including timing or likelihood of closing, satisfaction of closing conditions, regulatory and shareholder approvals, realizing expected synergies, potential competing offers, management distraction, financing plans, macroeconomic conditions, legal challenges, and future regulatory or market changes that could materially affect actual outcomes versus forward-looking statements.

How can Monroe Capital Corporation shareholders cast or change their votes?

Shareholders may vote by signing and mailing their proxy card, using telephone or internet instructions in the proxy materials, or voting by phone with a proxy specialist using their control number. Scripts also allow re-mailing or emailing materials and provide a toll‑free assistance number, 1-833-501-4817.