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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):
December 15, 2025
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)
(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 |
| 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 ¨
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 8.01. Other Events.
On December 15, 2025, Monroe Capital Corporation (the “Company”)
caused (i) a notice (the “Notice”) to be issued to the holders of its 4.75% Notes due 2026 (CUSIP No. 610335 AB7)
(the “Notes”) regarding the Company’s exercise of its conditional option to redeem $130 million aggregate principal
amount of the issued and outstanding Notes on January 15, 2026 (the “Redemption Date”), pursuant to Section 1104
of the Indenture, dated as of September 12, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank Trust
Company, National Association, as successor to U.S. Bank, National Association, as trustee (the “Trustee”), and Section 1.01(h) of
the Second Supplemental Indenture, dated as of January 25, 2021 (the “Second Supplemental Indenture”), by and between
the Company and the Trustee. The Notice is subject to the condition precedent that the Company completes one or more financing transactions
that generate net proceeds of at least $130 million (the “Financing Transactions”) prior to the Redemption Date. At the Company’s
discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date of the conditional notices
to the holders of the Notes) as the Financing Transactions have been completed, or the redemption of the Notes to be redeemed pursuant
to the Notice may not occur and the notices to the holders of such Notes may be rescinded if the Financing Transactions are not completed
by the Redemption Date or by the date to which the Redemption Date is delayed. Pursuant to the Notice, the Notes will be redeemed at 100%
of their principal amount, plus accrued and unpaid interest thereon, if any, through, but excluding, the Redemption Date. A copy of the
Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Conditional Notice of Full Redemption of 4.75% Notes due 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 |
| |
|
|
| |
By: |
/s/ Lewis W. Solimene, Jr. |
| |
Name: Lewis W. Solimene, Jr. |
| |
Title: Chief Financial Officer and Chief Investment Officer |
Dated: December 15, 2025