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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):
January 15, 2026
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2026, Alfred F. Hurley, Jr. notified
the Board of Directors (the “Board”) of New Mountain Finance Corporation (the “Company”) of his decision to retire
from his position as a director of the Company. Mr. Hurley has served as a member of the Board since 2010. Mr. Hurley’s retirement
is not the result of any disagreement with the Company. On January 16, 2026, the Company made available on its website a statement announcing
Mr. Hurley’s retirement. The text of the statement is included as Exhibit 99.1 to this Form 8-K.
In order to fill the vacancy created by Mr. Hurley’s
retirement, the Board appointed John P. Malfettone as a Director of the Company, effective as of January 15, 2026. In connection with
his appointment, Mr. Malfettone will also serve as a member of the Audit Committee, Nominating and Corporate Governance Committee, Compensation
Committee, and Valuation Committee of the Board. Mr. Malfettone, age 70, has served as a director of NMF SLF I, Inc. since 2019 and as
a trustee of New Mountain Private Credit Fund since 2024, each of which is an affiliate of the Company. He has also served as a Senior
Advisor to the Transaction Advisory Group at Alvarez & Marsal since 2020. Prior to retirement, he previously served as Senior Managing
Director at Clayton, Dubilier & Rice (“CD&R”), a global private investment firm based in New York. Mr. Malfettone
joined CD&R in 2010; he was the leader of CD&R’s Portfolio Procurement, Portfolio Insurance Programs, and the Chief Compliance
Officer. Previously, from 2004 to 2010, Mr. Malfettone served as a Partner, Chief Operating Officer and Chief Compliance Officer at Oak
Hill Capital Partners, a leading U.S. based middle market private equity firm. Prior to joining Oak Hill, he worked for 12 years at General
Electric Co. (“GE”) serving numerous leadership roles since 1990, including that of a Managing Director at GE’s private
equity business, EVP CFO and Corporate Controller for GE Capital. Before GE, Mr. Malfettone started his career at KPMG in 1977 and was
promoted to partner in 1988. Mr. Malfettone has been a CPA since 1978 and earned his Bachelor of Sciences in Accounting, magna cum laude,
from the University of Connecticut, where he is a member of the School of Business Hall of Fame. Mr. Malfettone’s charitable endeavors
include President of the Cardinal Shehan Center Board and Co-Founder and CEO of Bleeding Blue for Good, the non-profit NIL collective
for the University of Connecticut.
There
is no arrangement or understanding between Mr. Malfettone and any other persons pursuant to which Mr. Malfettone was selected as a director.
There are no family relationships between Mr. Malfettone and any director, executive officer or person nominated or chosen by the Company
to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the Securities Act
of 1933, as amended (“Regulation S-K”). Mr. Malfettone is not a party to any transaction, or any proposed transaction, required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. |
Financial Statements and Exhibits |
| Exhibit No. |
|
Description |
| 99.1 |
|
Statement of New Mountain Finance Corporation, dated January 16, 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, 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:
January 16, 2026