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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 20, 2026
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
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814-00832 |
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27-2978010 |
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(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
1633 Broadway, 48th Floor, New York, NY 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 |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common stock, par value $0.01 per share |
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NMFC |
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NASDAQ Global Select Market |
| 8.250% Notes due 2028 |
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NMFCZ |
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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. ¨
Extension of Stock Repurchase Program
On October 26, 2026, New
Mountain Finance Corporation (the “Company”) issued a press release to announce that on October 20, 2026 its
board of directors approved an extension of the Company’s stock repurchase program. The press release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
d) Exhibits.
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Exhibit
Number |
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Description |
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| 99.1 |
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Press Release, dated October 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
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NEW MOUNTAIN FINANCE CORPORATION |
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| Date: October 26, 2026 |
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By: |
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/s/ Eric Kane |
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Name: |
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Eric Kane |
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Title: |
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Corporate Secretary |
Exhibit 99.1
New Mountain Finance Corporation Announces
the Extension of its Stock Repurchase Program
NEW YORK--(BUSINESS WIRE)—October 26, 2026--New Mountain Finance
Corporation (NASDAQ: NMFC) (“NMFC” or “the Company”) today announced that on October 20, 2026, the Company’s
board of directors authorized an extension of a previously established stock repurchase program (the “Repurchase Program”).
Pursuant to the Repurchase Program, the Company can repurchase up to $150 million worth of its common stock at the discretion of NMFC’s
management team. The Repurchase Program was set to expire on December 31, 2026, but the Company’s board of directors elected to
extend the Repurchase Program through December 31, 2027. Under the Repurchase Program, NMFC may, but is not obligated to, repurchase its
outstanding common stock in the open market from time to time provided that NMFC 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. Unless further extended by NMFC’s board of directors, the Company expects the Repurchase Program to be in
place until the earlier of December 31, 2027 or until $150 million worth of NMFC’s outstanding shares of common stock have been
repurchased. To date, approximately $70 million worth of repurchases have been made by the Company under the Repurchase Program.
The Company’s board of directors authorized the extension of
the Repurchase Program because it believes that sustained market volatility and uncertainty may cause NMFC’s common stock to be
undervalued from time to time. The timing and number of shares to be repurchased will depend on a number of factors, including market
conditions and alternative investment opportunities. In addition, any subsequent repurchases will also be conducted in accordance with
the Investment Company Act of 1940, as amended. There are no assurances that the Company will engage in additional repurchases, but if
market conditions warrant, the Company now has an extended period of time to take advantage of situations where NMFC’s management
believes share repurchases would be advantageous to the Company and to its shareholders.
ABOUT NEW MOUNTAIN FINANCE CORPORATION
New Mountain Finance Corporation (NASDAQ: NMFC) is a leading business development
company (BDC) focused on providing direct lending solutions to U.S. middle market companies backed by top private equity sponsors. Our
portfolio consists primarily of senior secured loans, and select junior capital positions, to growing businesses in defensive industries
that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating
resources of New Mountain Capital, a global investment firm with over $60 billion of assets under management.
ABOUT NEW MOUNTAIN CAPITAL
New Mountain Capital is a New York-based investment
firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently
manages private equity, credit and net lease investment strategies with over $60 billion in assets under management. New Mountain seeks
out what it believes to be the highest quality growth
leaders in carefully selected industry sectors
and then works intensively with management to build the value of these companies.
FORWARD-LOOKING STATEMENTS
Statements included herein may contain “forward-looking
statements”, which relate to the Company’s business, including, but not limited to, the timing and the number of shares to
be repurchased, if any, under the Repurchase Program, future operations, future performance or the Company’s financial condition.
Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties,
including the current conflict between Russia and Ukraine, conflict in the Middle East, changes in base interest rates and significant
volatility on the Company’s business, portfolio companies, the Company’s industry and the global economy. Actual results and
outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including
those described from time to time in the Company’s filings with the Securities and Exchange Commission or factors that are beyond
the Company’s control. The Company undertakes no obligation to publicly update or revise any forward-looking statements made herein,
except as may be required by law. All forward-looking statements speak only as of the time of this press release.
Contact
New Mountain Finance Corporation
Investor Relations
Laura C. Holson, Authorized Representative
NMFCIR@newmountaincapital.com
(212) 220-3505