[8-K] New Mountain Finance Corp Reports Material Event

Rhea-AI Filing Summary

New Mountain Finance Corporation authorized a new stock repurchase program of up to $100 million of its common stock, replacing a prior program that terminated on October 8, 2025 after repurchasing $50 million. Repurchases are at management’s discretion and must follow the Company’s Code of Ethics and Rule 10b-18 constraints. The program ends on the earlier of completing $100 million in repurchases or December 31, 2026.

The Company also entered into a Third Amended and Restated Uncommitted Revolving Loan Agreement on October 27, 2025, extending the Facility’s maturity from December 2027 to December 2030. The lender is NMF Investments III, L.L.C., an affiliate of the Company’s investment adviser. The facility remains discretionary and unsecured, with advances considered from time to time during the facility period.

Insights

Credit and capital allocation analyst

$100M buyback authorized; affiliate line extended to 2030.

The new authorization to repurchase up to $100,000,000 provides flexibility to return capital, following completion of $50,000,000 under the prior program. Execution is discretionary and must follow Rule 10b-18, which sets price, volume, and timing limits that can moderate daily activity.

On liquidity, the Third Amended and Restated uncommitted facility with an affiliate extends the maturity from December 2027 to December 2030. As an uncommitted and unsecured line, borrowings remain at the lender’s discretion, so it functions as a flexible backstop rather than assured funding.

Key dated items include the repurchase program’s outside end date of December 31, 2026 or earlier upon reaching $100,000,000, and the facility maturity of December 2030. The Company notes the Amendment will be filed as an exhibit to the Form 10-Q for the quarter ended September 30, 2025.

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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.

Item 8.01 Other Events.

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

(d) Exhibits.

Exhibit No.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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

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FAQ

What did NMFC announce regarding share repurchases?

The board authorized a new stock repurchase program of up to $100 million of common stock at management’s discretion.

When does NMFC’s new repurchase program end?

It expires on the earlier of December 31, 2026 or the repurchase of $100 million of common stock.

How much did NMFC repurchase under the prior program?

The prior program terminated on October 8, 2025 after repurchasing $50 million of common stock.

What changed in NMFC’s revolving credit facility?

The maturity of the discretionary, unsecured Facility was extended from December 2027 to December 2030.

Who is the lender on NMFC’s facility?

NMF Investments III, L.L.C., an affiliate of New Mountain Finance Advisers, L.L.C.

What rules govern NMFC’s repurchase activity?

Repurchases must comply with the Company’s Code of Ethics and Rule 10b-18 price, market volume, and timing constraints.