Monroe Capital CEO logs merger stock conversion

MONROE CAPITAL Corp Chairman, President and CEO Theodore L. Koenig and related entities reported dispositions of Monroe Capital common stock back to the issuer in connection with a completed merger.

Rhea-AI Filing Summary

MONROE CAPITAL Corp Chairman, President and CEO Theodore L. Koenig and related entities reported dispositions of Monroe Capital common stock back to the issuer in connection with a completed merger. Under an Agreement and Plan of Merger dated August 7, 2025, each MRCC share was converted into the right to receive 0.9402 shares of Horizon Technology Finance Corporation (HRZN) common stock. The footnote notes HRZN’s common stock closed at $4.57 on April 13, 2026, the last trading day before the merger closed, and Koenig’s direct, foundation, partnership and spousal holdings all show zero MRCC shares following these transactions.

Insights

Equity analyst

Form 4 records stock-for-stock merger conversion of MRCC into HRZN.

Theodore L. Koenig, Monroe Capital’s Chairman, President and CEO, and related entities disposed of MRCC common shares back to the issuer as part of a completed merger. Each MRCC share became the right to receive 0.9402 shares of Horizon Technology Finance (HRZN) common stock.

These are coded as “Disposition to issuer,” indicating a transaction tied to the merger terms rather than open-market selling. Direct, foundation, partnership and spousal holdings all report zero MRCC shares afterward, reflecting the full conversion into HRZN equity.

The footnote cites HRZN’s share price of $4.57 on April 13, 2026, the last trading day before closing, providing a market reference for valuing the stock-for-stock consideration. This filing mainly documents the mechanics and scale of insider participation in the merger.

Insider Trade Summary

Disposition: 705,503.52 shares

Disposition 4 txns

Insider KOENIG THEODORE L

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	87,853.52	$0.00	$0.00
Disposition	Common Stock	28,710	$0.00	$0.00
Disposition	Common Stock	470,470	$0.00	$0.00
Disposition	Common Stock	118,470	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Koenig Family Foundation); Common Stock — 0 shares (Indirect, In Partnership by MC Opportunities Fund LP); Common Stock — 0 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. Disposed of upon the completion of, and pursuant to, the transactions contemplated by the Agreement and Plan of Merger, dated as of August 7, 2025, by and among Horizon Technology Finance Corporation ("HRZN"), a Delaware corporation, Monroe Capital Corporation ("MRCC"), a Maryland corporation, HMMS, Inc., a Maryland corporation, Monroe Capital BDC Advisors, LLC, a Delaware limited liability company, and Horizon Technology Finance Management LLC, a Delaware limited liability company (the "Merger Agreement"). Pursuant to the Merger Agreement, each share of MRCC common stock, par value $0.001 per share, was converted into the right to receive 0.9402 shares of HRZN common stock, par value $0.001 per share. The market price of HRZN common stock at the close of trading on April 13, 2026, the last trading day prior to closing of the merger, was $4.57.

Key Figures

Direct MRCC shares disposed: 87,853.5200 shares Family foundation MRCC shares disposed: 28,710.0000 shares Partnership MRCC shares disposed: 470,470.0000 shares +3 more

6 metrics

Direct MRCC shares disposed 87,853.5200 shares Disposition to issuer by Theodore L. Koenig on April 14, 2026

Family foundation MRCC shares disposed 28,710.0000 shares Koenig Family Foundation disposition to issuer on April 14, 2026

Partnership MRCC shares disposed 470,470.0000 shares MC Opportunities Fund LP disposition to issuer on April 14, 2026

Spousal MRCC shares disposed 118,470.0000 shares Spouse’s indirect holdings disposed to issuer on April 14, 2026

Exchange ratio 0.9402 HRZN shares per MRCC share Defined in August 7, 2025 merger agreement

HRZN reference share price $4.57 per share HRZN close on April 13, 2026, before merger closing

Key Terms

Disposition to issuer, Agreement and Plan of Merger, stock-for-stock, par value $0.001 per share, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Agreement and Plan of Merger regulatory

"transactions contemplated by the Agreement and Plan of Merger, dated as of August 7, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

stock-for-stock financial

"each share of MRCC common stock ... was converted into the right to receive 0.9402 shares of HRZN common stock"

par value $0.001 per share financial

"MRCC common stock, par value $0.001 per share, was converted"

common stock financial

"each share of MRCC common stock ... 0.9402 shares of HRZN common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MRCC’s Theodore Koenig report on this Form 4?

Theodore L. Koenig reported dispositions of MRCC common stock back to the issuer. These transactions reflect a merger in which each MRCC share converted into 0.9402 shares of Horizon Technology Finance (HRZN) common stock, rather than open-market buying or selling activity.

How were Monroe Capital (MRCC) shares converted into Horizon Technology Finance (HRZN) shares?

Each MRCC common share was converted into the right to receive 0.9402 HRZN common shares. This fixed stock-for-stock exchange ratio was defined in the Agreement and Plan of Merger dated August 7, 2025, and applied to the insider’s and related entities’ MRCC holdings.

What does the Form 4 say about MRCC shares held by Koenig’s related entities?

The Form 4 shows MRCC shares disposed of from holdings by the Koenig Family Foundation, MC Opportunities Fund LP, and Koenig’s spouse. All are coded as “Disposition to issuer,” and each line reports zero MRCC shares remaining after the stock-for-stock merger conversion into HRZN shares.

Was this MRCC insider transaction an open-market sale of shares?

No, the transactions are coded “D” for “Disposition to issuer” and tie directly to the completed merger. The MRCC shares were surrendered under the merger agreement and converted into HRZN shares at a 0.9402 exchange ratio, rather than being sold on the open market.

What price reference is given for Horizon Technology Finance (HRZN) in this filing?

The footnote states HRZN common stock closed at $4.57 on April 13, 2026. This was the last trading day before the merger closed and provides a market reference for valuing the MRCC-to-HRZN stock-for-stock consideration received in the insider’s reported transactions.

Does Theodore Koenig hold any Monroe Capital (MRCC) shares after these transactions?

The reported entries show total MRCC shares following each transaction as zero. Koenig’s direct holdings and those through the Koenig Family Foundation, MC Opportunities Fund LP, and his spouse all indicate no remaining MRCC common stock after the merger-related dispositions and resulting conversion into HRZN shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/14/2026 - 07:04 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KOENIG THEODORE L

(Last) (First) (Middle)

C/O MONROE CAPITAL CORPORATION

155 NORTH WACKER DRIVE, 35TH FLOOR

(Street)

CHICAGO ILLINOIS 60606

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MONROE CAPITAL Corp [ MRCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2026		D(1)		87,853.52	D	(1)	0	D
Common Stock	04/14/2026		D(1)		28,710	D	(1)	0	I	By Koenig Family Foundation
Common Stock	04/14/2026		D(1)		470,470	D	(1)	0	I	In Partnership by MC Opportunities Fund LP
Common Stock	04/14/2026		D(1)		118,470	D	(1)	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of upon the completion of, and pursuant to, the transactions contemplated by the Agreement and Plan of Merger, dated as of August 7, 2025, by and among Horizon Technology Finance Corporation ("HRZN"), a Delaware corporation, Monroe Capital Corporation ("MRCC"), a Maryland corporation, HMMS, Inc., a Maryland corporation, Monroe Capital BDC Advisors, LLC, a Delaware limited liability company, and Horizon Technology Finance Management LLC, a Delaware limited liability company (the "Merger Agreement"). Pursuant to the Merger Agreement, each share of MRCC common stock, par value $0.001 per share, was converted into the right to receive 0.9402 shares of HRZN common stock, par value $0.001 per share. The market price of HRZN common stock at the close of trading on April 13, 2026, the last trading day prior to closing of the merger, was $4.57.

	/s/ Theodore L. Koenig by Nelson Mullins Riley & Scarborough LLP with Power of Attorney	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)