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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
October 23, 2025
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
814-00832 |
|
27-2978010 |
(State or other jurisdiction
of
incorporation or organization) |
| (Commission
File Number) |
| (IRS Employer
Identification Number) |
|
1633 Broadway, 48th Floor,
New York, New York |
| 10019 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 720-0300
None
(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 $0.01 per share |
|
NMFC |
|
NASDAQ Global Select Market |
| 8.250% Notes due 2028 |
|
NMFCZ |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 |
Entry into a Material Definitive Agreement. |
On October 27, 2025, New
Mountain Finance Corporation (the “Company”) entered into the Third Amended and Restated Uncommitted Revolving
Loan Agreement (the “Amendment”), which amended and restated that certain Uncommitted Revolving Loan Agreement
(the “Loan Agreement”) by and between NMF Investments III, L.L.C., an affiliate of the Company’s investment
adviser, New Mountain Finance Advisers, L.L.C, as the lender (the “Lender”), and the Company, as borrower. Under
the Loan Agreement, the Lender previously established a discretionary unsecured revolving credit facility for the Company (the “Facility”),
pursuant to which the Lender agrees to consider advancing, from time to time during the facility period, revolving loans to the Company.
The Amendment among other
things extends the maturity date of the Facility from December 2027 to December 2030.
The description above is
qualified in its entirety by reference to the copy of the Amendment, which will be filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2025.
|
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01
is incorporated by reference herein.
In connection with the termination
of the Company’s existing stock repurchase program (the “Prior Repurchase Program”), on October 23, 2025,
the Company’s board of directors authorized and established a new stock repurchase program (the “Repurchase Program”).
The Prior Repurchase Program terminated on October 8, 2025 upon the repurchase of $50 million of the Company’s common stock. Pursuant
to the Repurchase Program, the Company is authorized to repurchase up to $100 million worth of its common stock at the discretion of the
Company’s management. The Repurchase Program will expire upon the earlier of December 31, 2026 or the Company repurchasing $100
million worth of its common stock. Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding
common stock in the open market from time to time provided that the Company complies with the prohibitions under its Code of Ethics and
the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended, including certain price, market volume and
timing constraints.
| |
Item 9.01 |
Financial Statements and Exhibits |
Exhibit No.
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
New
Mountain Finance Corporation |
| |
|
|
| |
By: |
/s/
Eric Kane |
| |
Name: |
Eric
Kane |
| |
Title: |
Corporate
Secretary |
Date:
October 29, 2025
