New Mountain Finance (NASDAQ: NMFC) sets up $150M private senior notes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Mountain Finance Corporation plans a private placement of up to $150 million of senior notes to institutional investors under an existing note purchase agreement supplement.

The company may issue $40 million of 7.28% Tranche A notes due 2028, $35 million of 7.76% Tranche B notes due 2031, and $75 million of floating-rate Tranche C notes due 2031, bearing interest at Term SOFR plus 3.66%. The notes are unsecured, rank equally with other unsecured unsubordinated debt, and can be redeemed at par plus a make-whole premium before specified dates and at par thereafter. Closings may occur between July 7, 2026 and October 1, 2026, and net proceeds are earmarked for general corporate purposes, including investments and repayment of existing debt.

Insights

New Mountain Finance adds unsecured debt capacity via $150M private notes.

New Mountain Finance Corporation arranged a private issuance of up to $150 million in senior unsecured notes across three tranches, with fixed coupons of 7.28% and 7.76%, plus a floating-rate tranche at Term SOFR plus 3.66%.

The notes rank pari passu with other unsecured unsubordinated debt and are effectively and structurally subordinated to secured and subsidiary-level obligations. Redemption terms include make-whole premiums before set dates and par thereafter, which can influence refinancing flexibility depending on future interest-rate conditions.

Closings may occur between July 7, 2026 and October 1, 2026, and proceeds are earmarked for general corporate purposes, including new investments and repayment of existing indebtedness. Actual impact will depend on how much of each tranche is issued within that window.

8-K Event Classification

3 items: 2.03, 8.01, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total planned notes capacity: $150.0 million Tranche A fixed rate notes: $40.0 million at 7.28% Tranche B fixed rate notes: $35.0 million at 7.76% +3 more

6 metrics

Total planned notes capacity $150.0 million Aggregate principal across Tranche A, B and C

Tranche A fixed rate notes $40.0 million at 7.28% Series 2026A Tranche A due 2028, semi-annual interest

Tranche B fixed rate notes $35.0 million at 7.76% Series 2026A Tranche B due 2031, semi-annual interest

Tranche C floating rate notes $75.0 million at Term SOFR + 3.66% Series 2026A Tranche C due 2031, quarterly interest

Exemption used Section 4(a)(2) of Securities Act Private placement exemption for the notes offering

Closing window July 7, 2026 to October 1, 2026 Possible dates for one or more closings

Key Terms

make-whole premium, Term SOFR, pari passu, structurally subordinated, +1 more

5 terms

make-whole premium financial

"may be redeemed in whole or in part ... at par plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Term SOFR financial

"The Tranche C Notes will bear interest at a floating rate of Term SOFR plus 3.66%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

pari passu financial

"The Notes will be the Company’s direct unsecured obligations and rank: (i) pari passu with the Company’s other outstanding and future unsecured"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

structurally subordinated financial

"and (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries"

Section 4(a)(2) regulatory

"in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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Understanding 8-K Material Events →

06/18/2026 - 04:05 PM

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): June 18, 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)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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	The NASDAQ Global Select Market
8.250% Notes due 2028	NMFCZ	The 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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 8.01 is incorporated by reference in this Item 2.03.

Item 8.01.

Other Events.

On June 18, 2026, New Mountain Finance Corporation (the “Company”) entered into the Seventh Supplement (the “Supplement”) to the Amended and Restated Note Purchase Agreement, dated as of September 30, 2016 (the “Note Purchase Agreement”), with the Purchasers listed therein (the “Purchasers”), which Supplement relates to the Company’s ability to issue and sell (i) $40.0 million aggregate principal amount of the 7.28% Series 2026A Senior Fixed Rate Notes, Tranche A, due 2028 (the “Tranche A Notes”), (ii) $35.0 million aggregate principal amount of the 7.76% Series 2026A Senior Fixed Rate Notes, Tranche B, due 2031 (the “Tranche B Notes”), and (iii) $75.0 million aggregate principal amount of the Series 2026A Senior Floating Rate Notes, Tranche C, due 2031 (the “Tranche C Notes”, collectively with the Tranche A Notes and the Tranche B Notes, the “Notes” and the issuance and sale of the Notes, the “Offering”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company will rely upon this exemption from registration based in part on representations made by the Purchasers. The Note Purchase Agreement, as supplemented by the Supplement, also includes customary representations, warranties and covenants by the Company. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The Notes may be redeemed in whole or in part at the Company’s option at any time prior to (i) three months prior to the Series 2026A Tranche A Maturity Date (as defined in the Supplement), in the case of the Tranche A Notes, (ii) six months prior to the Series 2026A Tranche B Maturity Date (as defined in the Supplement) in the case of the Tranche B Notes, and (iii) six months prior to the Series 2026A Tranche C Maturity Date (as defined in the Supplement) in the case of the Tranche C Notes, each at par plus a “make-whole” premium, and thereafter at par. The Tranche A Notes will bear interest at a rate of 7.28% per year and the Tranche B Notes will bear interest at a rate of 7.76% per year, each payable semi-annually on the dates which are six months and one year after the date of the respective issuance of the Tranche A Notes and the Tranche B Notes and on each anniversary thereafter. The Tranche C Notes will bear interest at a floating rate of Term SOFR plus 3.66%, payable quarterly on the dates which are three months, six months, nine months and one year after the date of the issuance of the Tranche C Notes and on each anniversary thereafter.

The Notes will be the Company’s direct unsecured obligations and rank: (i) pari passu with the Company’s other outstanding and future unsecured, unsubordinated indebtedness; (ii) senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; (iii) effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company has granted or subsequently grants security), to the extent of the value of the assets securing such indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

The sale and purchase of each tranche of the Notes may occur at one or more closings to occur on any date or dates on or after July 7, 2026 but on or before October 1, 2026 as the Company may select with at least ten business days written notice to the Purchasers. The Company intends to use the net proceeds from the Offering for general corporate purposes, including to make investments and repay existing indebtedness.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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 Company 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: June 18, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did New Mountain Finance Corporation (NMFC) announce in this 8-K?

New Mountain Finance Corporation disclosed a private placement of up to $150 million in senior unsecured notes across three tranches, using a supplement to its existing note purchase agreement. The proceeds are intended for general corporate purposes, including new investments and repayment of existing debt.

How much in notes is New Mountain Finance Corporation (NMFC) planning to issue?

The company arranged the ability to issue up to $150 million in senior notes: $40 million of 7.28% Tranche A due 2028, $35 million of 7.76% Tranche B due 2031, and $75 million of floating-rate Tranche C notes due 2031 under a private placement structure.

What are the interest rates on NMFC’s new senior notes tranches?

Tranche A notes carry a fixed 7.28% annual interest rate, and Tranche B notes carry a fixed 7.76% rate, both payable semi-annually. Tranche C notes bear a floating rate equal to Term SOFR plus 3.66%, with interest payable quarterly after issuance.

When can the New Mountain Finance (NMFC) note issuances close?

The sale and purchase of each tranche may close on one or more dates selected by the company between July 7, 2026 and October 1, 2026. The company must give at least ten business days’ written notice to the purchasers before any chosen closing date.

How will the new NMFC notes rank relative to other company debt?

The notes are direct unsecured obligations ranking pari passu with other unsecured, unsubordinated indebtedness, senior to future expressly subordinated debt, effectively subordinated to secured debt up to collateral value, and structurally subordinated to all existing and future obligations of subsidiaries.

What does NMFC intend to do with the proceeds from the notes offering?

New Mountain Finance Corporation plans to use net proceeds for general corporate purposes, including making investments and repaying existing indebtedness. This allows the company to fund its investment pipeline while also potentially optimizing its overall debt profile.

Filing Exhibits & Attachments

4 documents

New Mountain Finance (NASDAQ: NMFC) sets up $150M private senior notes

Rhea-AI Filing Summary

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