New Mountain Finance (NASDAQ: NMFC) prices new Series 2026A senior notes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Mountain Finance Corporation has priced a private offering of three tranches of Series 2026A senior notes. The company will issue $40,000,000 of 7.28% Senior Fixed Rate Notes, Tranche A, due 2028, $35,000,000 of 7.76% Senior Fixed Rate Notes, Tranche B, due 2031, and $75,000,000 of Senior Floating Rate Notes, Tranche C, due 2031. The offering is expected to close on or around June 18, 2026, with each tranche issued on or before October 1, 2026, subject to customary closing conditions. Net proceeds are intended for general corporate purposes, including making investments and repaying existing indebtedness. The notes are being sold in a private placement under Section 4(a)(2) of the Securities Act and will not be registered.

Insights

New Mountain Finance raises new private debt across three note tranches.

New Mountain Finance Corporation is adding funded debt through a private placement of senior notes with staggered maturities in 2028 and 2031. The mix of fixed and floating rate tranches diversifies its interest cost profile over time.

The company plans to use the proceeds for general corporate purposes, including new investments and repayment of existing indebtedness. This indicates a blend of portfolio growth and balance-sheet refinancing, though the filing does not quantify how much will go to each use.

The notes are offered under Section 4(a)(2) of the Securities Act, meaning they are not registered and will be sold to qualified investors. Future filings may give more detail on the impact of the new notes on leverage, interest expense, and asset growth after the expected closing on June 18, 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Tranche A notes: $40,000,000 7.28% notes Tranche B notes: $35,000,000 7.76% notes Tranche C notes: $75,000,000 floating rate notes +2 more

5 metrics

Tranche A notes $40,000,000 7.28% notes Series 2026A Senior Fixed Rate Notes, due 2028

Tranche B notes $35,000,000 7.76% notes Series 2026A Senior Fixed Rate Notes, due 2031

Tranche C notes $75,000,000 floating rate notes Series 2026A Senior Floating Rate Notes, due 2031

Expected closing date June 18, 2026 Offering expected to close on or around this date

Latest issuance date October 1, 2026 Each tranche expected to be issued on or before this date

Key Terms

Senior Fixed Rate Notes, Senior Floating Rate Notes, general corporate purposes, Section 4(a)(2) of the Securities Act, +1 more

5 terms

Senior Fixed Rate Notes financial

"7.28% Series 2026A Senior Fixed Rate Notes, Tranche A, due 2028"

Senior Floating Rate Notes financial

"Series 2026A Senior Floating Rate Notes, Tranche C, due 2031"

general corporate purposes financial

"use the net proceeds for general corporate purposes, including to make investments"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

Section 4(a)(2) of the Securities Act regulatory

"The Notes are being offered in reliance on Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

customary closing conditions financial

"The offering is expected to close on or around June 18, 2026 subject to customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

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Understanding 8-K Material Events →

06/05/2026 - 05:26 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 5, 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 8.01

Other Events.

On June 5, 2026, New Mountain Finance Corporation (the “Company”) priced its private offering of (a) $40,000,000 aggregate principal amount of 7.28% Series 2026A Senior Fixed Rate Notes, Tranche A, due 2028 (the “Tranche A Notes”), (b) $35,000,000 aggregate principal amount of 7.76% Series 2026A Senior Fixed Rate Notes, Tranche B, due 2031 (the “Tranche B Notes”), and (c) $75,000,000 aggregate principal amount of Series 2026A Senior Floating Rate Notes, Tranche C, due 2031 (the “Tranche C Notes,” and together with the Tranche A Notes and the Tranche B Notes, the “Notes”). The offering is expected to close on or around June 18, 2026 subject to customary closing conditions and each tranche of the Notes is expected to be issued on or before October 1, 2026. The Company intends to use the net proceeds for general corporate purposes, including to make investments and repay existing indebtedness.

The Notes are being offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

The information on this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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: June 5, 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 announced it has priced a private offering of three Series 2026A senior note tranches. These include fixed and floating rate notes maturing in 2028 and 2031, with proceeds earmarked for general corporate purposes, investments, and repayment of existing indebtedness.

How large are the new New Mountain Finance (NMFC) note tranches and what are their interest terms?

The company priced $40,000,000 of 7.28% Senior Fixed Rate Notes due 2028, $35,000,000 of 7.76% Senior Fixed Rate Notes due 2031, and $75,000,000 of Senior Floating Rate Notes due 2031. Together, these tranches create a mix of fixed and floating rate senior debt obligations.

When is the New Mountain Finance (NMFC) private notes offering expected to close?

The offering is expected to close on or around June 18, 2026, subject to customary closing conditions. Each tranche of the notes is expected to be issued on or before October 1, 2026, providing a defined timeline for when the new debt is put in place.

How will New Mountain Finance (NMFC) use the proceeds from the notes offering?

New Mountain Finance intends to use the net proceeds for general corporate purposes, including making investments and repaying existing indebtedness. This mix allows the company to both support portfolio growth and manage or refinance portions of its current debt structure.

Are New Mountain Finance’s new notes registered under the Securities Act?

The notes are being offered in reliance on Section 4(a)(2) of the Securities Act and will not be registered. They may not be offered or sold in the United States without registration or a valid exemption, underscoring that this is a private placement aimed at qualified investors.

What seniority and form do the New Mountain Finance (NMFC) notes have?

The securities are designated as senior notes, specifically Series 2026A Senior Fixed Rate Notes and Senior Floating Rate Notes. As senior obligations, they rank ahead of subordinated debt, giving holders a higher claim on assets and cash flows than junior securities in a liquidation.

Filing Exhibits & Attachments

4 documents

New Mountain Finance (NASDAQ: NMFC) prices new Series 2026A senior notes

Rhea-AI Filing Summary

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