Final MRCC cash distribution set ahead Horizon merger (NASDAQ: MRCC)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Monroe Capital Corporation announced that its board declared a final cash distribution tied to its proposed merger with Horizon Technology Finance Corporation. The distribution will equal all undistributed net ordinary income and capital gains through the anticipated merger closing, plus $13.0 million from net proceeds of a pre-merger asset sale to Monroe Capital Income Plus Corporation.
The final distribution will be paid to stockholders of record as of the close of business on April 10, 2026, if the asset sale and merger are completed, which are expected to occur on April 14, 2026. Because of its contingent nature, holders who sell MRCC shares before and through the close of trading on the merger closing date will transfer their entitlement to the buyer. The dividend reinvestment plan will not apply, so all participants will receive the final distribution in cash.
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Insights
MRCC plans a merger-contingent final cash distribution funded by earnings and a $13M asset-sale component.
Monroe Capital Corporation is preparing for its proposed merger into Horizon Technology Finance by declaring a final cash distribution. The amount will consist of all undistributed net ordinary income and capital gains up to the anticipated closing, plus $13.0 million from net proceeds of a pre-merger asset sale to MCIP.
The payment is contingent on both the asset sale and the merger closing, expected on April 14, 2026, with a record date of April 10, 2026. Nasdaq has indicated that trading will be on a due-bill basis, so anyone selling MRCC shares before and through the close on the closing date gives up the right to the distribution to the buyer.
The company also states that its dividend reinvestment plan will not apply, meaning all holders, including DRIP participants, will receive the final distribution in cash. Actual investor impact will depend on the final calculated amount and successful completion of the transactions described.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional cash component: $13.0 million
Record date: April 10, 2026
Expected closing date: April 14, 2026
+1 more
4 metrics
Additional cash component
$13.0 million
From net proceeds of pre-merger asset sale to MCIP
Record date
April 10, 2026
Stockholders of record eligible for final distribution if transactions close
Expected closing date
April 14, 2026
Anticipated closing of asset sale and merger on which distribution is contingent
Distribution basis
All undistributed net ordinary income and capital gains
Accumulated through anticipated merger closing date
Key Terms
final cash distribution, record date, dividend reinvestment plan, business development company, +1 more
5 terms
final cash distribution financial
"the Board of Directors declared a final cash distribution in an amount equal to"
record date financial
"The Company’s final distribution will be paid to the Company’s stockholders of record as of the close of business on April 10, 2026."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
dividend reinvestment plan financial
"The Company’s dividend reinvestment plan (“DRIP”) will not apply to the final distribution."
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
business development company financial
"Monroe Capital Corporation is an externally managed, publicly traded BDC"
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.
forward-looking statements regulatory
"Some of the statements in this communication constitute forward-looking statements because they relate to future events"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 1, 2026
______________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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):
| 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(s) | Name of Each Exchange on Which Registered | ||||||||||||
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 7.01. Regulation FD Disclosure.
On April 1, 2026, Monroe Capital Corporation (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing the declaration of a final cash distribution, the record date for such distribution and other related information.
The information disclosed in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No. | Description | |||||||
99.1 | Press Release, dated April 1, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: April 1, 2026 | By: | /s/ Lewis W. Solimene, Jr. | ||||||
| Name: | Lewis W. Solimene, Jr. | |||||||
| Title: | Chief Financial Officer and Chief Investment Officer | |||||||
Exhibit 99.1
Monroe Capital Corporation Declares Final Distribution
Announces Final Distribution Record Date
MRCC Stockholders Must Continue to Hold MRCC Shares Through Closing Date to Receive Final Distribution
CHICAGO, IL, April 1, 2026 – Monroe Capital Corporation (NASDAQ: MRCC) (the “Company” or “MRCC”) today announced that its Board of Directors declared a final cash distribution in an amount equal to (i) all of the Company’s undistributed net ordinary income and capital gains through the anticipated closing date of its proposed merger (the “Merger”) with and into Horizon Technology Finance Corporation (NASDAQ: HRZN) (“HRZN”), plus (ii) $13.0 million, sourced from the net proceeds received by MRCC from Monroe Capital Income Plus Corporation (“MCIP”) in the pre-Merger asset sale (the “Asset Sale”).
The actual amount of the final distribution will be determined prior to the closing of the Merger. Payment of the final distribution is contingent upon the consummation of the Asset Sale and the Merger, which are expected to occur on April 14, 2026, and the conditional distribution payment date will be announced by the Company at a later date.
The Company’s final distribution will be paid to the Company’s stockholders of record as of the close of business on April 10, 2026. However, due to the contingent nature of the final distribution, Nasdaq has informed the Company that stockholders who sell their shares of MRCC common stock before and through the close of trading on the closing date of the Merger will also sell their entitlement to the final distribution to the respective purchaser(s) of the shares.
The Company’s dividend reinvestment plan (“DRIP”) will not apply to the final distribution. As a result, all participants under the DRIP will receive the final distribution in cash and not in shares of MRCC common stock.
About Monroe Capital Corporation
Monroe Capital Corporation is an externally managed, publicly traded BDC (NASDAQ: MRCC) that primarily invests in senior, unitranche and junior secured debt of U.S. middle-market companies. Its investment adviser is Monroe Capital BDC Advisors, LLC, a registered investment adviser and affiliate of Monroe Capital LLC.
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 MRCC or HRZN or the proposed sale of assets by MRCC to 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 expected timing or amount of payments of dividends or distributions by MRCC and/or HRZN, including all or any portion of MRCC’s final distribution; the ability of the parties to complete the proposed transactions; 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 considerations that may be disclosed from time to time in MRCC’s and HRZN’s publicly disseminated documents and filings. HRZN and MRCC have based the forward-looking statements included in this communication on information available to them 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, without limitation, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Contacts
Monroe Capital Corporation
Investor Relations:
Mick Solimene
Chief Financial Officer & Chief Investment Officer
msolimene@monroecap.com
(312) 598-8401
Media Relations:
Daniel Abramson
Gregory
daniel.abramson@gregoryagency.com
(857) 305-8441
FAQ
What final cash distribution did Monroe Capital Corporation (MRCC) declare?
Monroe Capital Corporation declared a final cash distribution equal to all undistributed net ordinary income and capital gains through the anticipated merger closing, plus $13.0 million from net proceeds of a pre-merger asset sale to Monroe Capital Income Plus Corporation, contingent on completing the asset sale and merger.
What are the record date and expected closing date for MRCC’s final distribution?
The final distribution will be paid to MRCC stockholders of record as of the close of business on April 10, 2026. The pre-merger asset sale and the merger, on which the distribution is contingent, are expected to occur on April 14, 2026, subject to completion.
Does Monroe Capital Corporation’s dividend reinvestment plan apply to the final distribution?
The company stated its dividend reinvestment plan will not apply to the final distribution. All participants in the plan will receive the entire final distribution in cash rather than in additional shares of MRCC common stock, regardless of their usual DRIP election.
What transactions are linked to MRCC’s final distribution and merger with Horizon?
The final distribution is tied to a pre-merger asset sale by MRCC to Monroe Capital Income Plus Corporation and the proposed merger of MRCC with and into Horizon Technology Finance Corporation. Payment of the distribution is contingent upon consummation of both the asset sale and the merger as described.