Monroe Capital (MRCC) investors approve asset sale and merger plans

Rhea-AI Filing Summary

Monroe Capital Corporation reported that its stockholders approved two key proposals at a special meeting held on March 13, 2026. The Asset Sale Proposal was approved with 11,645,478 votes for, 1,474,408 against and 558,097 abstentions. The Merger Proposal was approved with 11,636,057 votes for, 1,486,581 against and 555,345 abstentions. As of the January 15, 2026 record date, 21,666,340 common shares were outstanding and eligible to vote, and there were no broker non-votes.

Insights

Corporate actions analyst

Shareholders approved both asset sale and merger proposals, enabling Monroe Capital to proceed with its planned transactions.

The special meeting results show clear majority support for the Asset Sale Proposal and Merger Proposal, each defined in the proxy statement. Approval of both items is a necessary corporate step for Monroe Capital Corporation to execute its contemplated asset sale and merger structure.

Voting support was substantial relative to the 21,666,340 shares outstanding as of January 15, 2026, with no broker non-votes reported. The ultimate financial impact will depend on the detailed transaction terms and subsequent execution, which are referenced in the proxy rather than in these vote tallies.

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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): March 13, 2026

______________________________________________________________________

Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

______________________________________________________________________

Maryland

814-00866

27-4895840

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

155 North Wacker Drive, 35th Floor Chicago, Illinois						60606
(Address of principal executive offices)						(Zip Code)

(312) 258-8300

(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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $0.001 per share

MRCC

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

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. o

ITEM 5.07.    Submission of Matters to a Vote of Security Holders.

Special Meeting Results

On March 13, 2026, Monroe Capital Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved two proposals as set forth below. The proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting, as filed with the Securities and Exchange Commission on January 20, 2026 (the “Proxy Statement”). As of January 15, 2026, the record date for the Special Meeting, 21,666,340 shares of the Company’s common stock were outstanding and eligible to vote. There were no broker non-votes at the Special Meeting.

Proposal 1: The Company's stockholders approved the Asset Sale Proposal, as defined in the Proxy Statement. The final voting results from the Special Meeting on this proposal were as follows:

For						Against						Abstain
11,645,478						1,474,408						558,097

Proposal 2: The Company's stockholders approved the Merger Proposal, as defined in the Proxy Statement. The final voting results from the Special Meeting on this proposal were as follows:

For						Against						Abstain
11,636,057						1,486,581						555,345

SIGNATURES

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.

			MONROE CAPITAL CORPORATION
Date: March 13, 2026			By:			/s/ Lewis W. Solimene, Jr.
			Name:			Lewis W. Solimene, Jr.
			Title:			Chief Financial Officer and Chief Investment Officer

FAQ

What did Monroe Capital Corporation (MRCC) stockholders approve at the March 13, 2026 special meeting?

Stockholders approved the Asset Sale Proposal and the Merger Proposal. Both items, defined in the proxy statement, received majority support, allowing Monroe Capital Corporation to move forward with its planned asset sale and related merger structure.

How did Monroe Capital Corporation (MRCC) stockholders vote on the Asset Sale Proposal?

The Asset Sale Proposal received 11,645,478 votes for, 1,474,408 against and 558,097 abstentions. These results indicate strong majority backing among voting shares for proceeding with the asset sale defined in the company’s proxy statement.

What were the voting results for the Merger Proposal at Monroe Capital Corporation (MRCC)?

The Merger Proposal received 11,636,057 votes for, 1,486,581 against and 555,345 abstentions. This outcome shows majority approval by participating stockholders for the merger transaction described in the company’s proxy materials.

How many Monroe Capital Corporation (MRCC) shares were eligible to vote at the special meeting?

As of the January 15, 2026 record date, 21,666,340 common shares were outstanding and eligible to vote. This figure sets the base against which participation and support for the Asset Sale and Merger Proposals can be assessed.

Were there any broker non-votes at the Monroe Capital Corporation (MRCC) special meeting?

There were no broker non-votes reported at the special meeting. This means all shares present and entitled to vote were either cast for, against, or abstained on the Asset Sale and Merger Proposals.

Where are the details of the Monroe Capital Corporation (MRCC) asset sale and merger described?

The specific terms of the Asset Sale Proposal and Merger Proposal are described in Monroe Capital Corporation’s definitive proxy statement for the special meeting, dated January 20, 2026, which provides full transaction background and conditions.

Filing Exhibits & Attachments

3 documents

Other Documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB