New Mountain Finance (NMFC) sells $468.0M in assets and extends key loan

Rhea-AI Filing Summary

New Mountain Finance Corporation completed an asset sale and amended a key credit facility. On March 10, 2026, the company sold approximately $468.0 million of assets held by it and its subsidiary at 94% of their fair value as of December 31, 2025, to Eagle Credit entities, covering full or partial positions in fifteen portfolio companies.

Pro forma as of December 31, 2025, total investments at fair value fall from $2,742.0 million to $2,274.0 million, borrowings decline by $372.4 million, and total net assets decrease by $35.2 million to $1,153.0 million, turning a net increase in net assets from operations of $16.5 million into a $18.7 million decrease. Separately, a Fifteenth Amendment to the Loan and Security Agreement extends the revolving period end date to March 2029, pushes facility maturity to March 2031, and reduces the applicable spread on the interest rate to 1.85% from 1.95%.

Positive

• None.

Negative

• Asset sale at discount pressures book value and earnings: Selling approximately $468.0 million of assets at 94% of December 31, 2025 fair value drives a $35.2 million pro forma reduction in total net assets and turns a $16.5 million net operating increase into an $18.7 million decrease.

Insights

Credit and BDC analyst

Large asset sale at discount cuts leverage but reduces net assets and flips earnings.

New Mountain Finance sold about $468.0 million of assets at 94% of December 31, 2025 fair value, which crystallizes a discount and reduces portfolio size. Pro forma statements show total assets down to $2.50 billion and borrowings down by $372.4 million.

The pro forma adjustment increases net realized and unrealized losses by $35.2 million, turning a $16.5 million net increase in net assets from operations into a $18.7 million decrease. Net assets fall to $1.15 billion, indicating a modest reduction in book value from this transaction.

On the positive side, the Fifteenth Amendment extends the revolving period to March 2029 and facility maturity to March 2031, while trimming the applicable spread to 1.85% from 1.95%. This lengthens funding visibility and slightly lowers borrowing cost, which may partially offset the impact of the realized discount over time.

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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): March 10, 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 1.01. Entry into a Material Definitive Agreement..

On March 12, 2026, New Mountain Finance Corporation (the “Company”) entered into the Fifteenth Amendment and Waiver to Loan and Security Agreement (the “Fifteenth Amendment”), which amended the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (together with the exhibits and schedules thereto, the “Loan and Security Agreement”), by and among New Mountain Finance Holdings, L.L.C., as borrower, the Company, as collateral manager, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and a lender, the lenders party thereto from time to time, and Wells Fargo, as collateral custodian. Unless otherwise indicated, the terms used below have the meanings ascribed in the Loan and Security Agreement.

The Fifteenth Amendment amended the Loan and Security Agreement to, among other things, (i) extend the Revolving Period End Date from March 2028 to March 2029; (ii) extend the Facility Maturity Date from March 2030 to March 2031; and (iii) reduce the Applicable Spread used to determine the per annum interest rate applicable to 1.85% from 1.95%.

The description above is qualified in its entirety by reference to the copy of the Fifteenth Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 10, 2026, the Company completed its previously announced sale of approximately $468.0 million, as adjusted for partial paydowns post February 21, 2026, of assets held by the Company and its wholly-owned subsidiary, New Mountain Finance Holdings, L.L.C., at 94% of the fair value of such assets as of December 31, 2025 (the “Asset Sale”). The Asset Sale was completed pursuant to a definitive agreement, dated February 21, 2026, by and between the Company, as seller, and Eagle Credit CV, L.P., Eagle Credit Holdings SPV, L.P. and Eagle Credit Sub Blocker L.P. as purchasers (the “Purchaser”), pursuant to which the Purchaser acquired full or partial investments in fifteen of the Company’s portfolio companies.

The unaudited pro forma consolidated financial statements of the Company as of December 31, 2025, after giving effect to the Asset Sale (the “Pro Forma Financial Statements”), are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated into this Item 2.01 by reference.

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 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The Pro Forma Financial Statements are attached to this Current Report on Form 8-K as Exhibit 99.1 and are incorporated into this Item 9.01(b) by reference. The Pro Forma Financial Statements are presented for informational purposes only. The Pro Forma Financial Statements are not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the Asset Sale been consummated as of the date indicated therein. In addition, the Pro Forma Financial Statements do not purport to project the impact of the Asset Sale on the Company’s future financial position or operating results.

(d) Exhibits.

Exhibit No.		Description
99.1		Unaudited Pro Forma Consolidated Financial Statements of New Mountain Finance Corporation.
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: March 13, 2026

2

Exhibit 99.1

New Mountain Finance Corporation
Pro Forma Consolidated Statements of Assets and Liabilities
in thousands		December 31, 2025		Pro Forma Adjustments (1)		Pro Forma December 31, 2025
Assets
	Total investments at fair value	2,742,013		(467,980)	(2)	2,274,033
	Cash and cash equivalents	80,718		60,355	(3)	141,073
	All other assets	80,122		-		80,122
	Total assets	$                     2,902,853		$                       (407,625)		$                             2,495,228
Liabilities
	Borrowings
	Unsecured Notes	991,585		-		991,585
	Holdings Credit Facility	420,063		(232,116)		187,947
	Other borrowings	259,404		(140,287)		119,117
	Net borrowings	1,671,052		(372,403)		1,298,649
	All other liabilities	43,545		-		43,545
	Total liabilities	1,714,597		(372,403)		1,342,194
Net Assets
	Paid in capital in excess of par	1,354,726		-		1,354,726
	Accumulated overdistributed earnings	(121,676)		(35,222)		(156,898)
	Other	(50,873)		-		(50,873)
	Total net assets of New Mountain Finance Corporation	1,182,177		(35,222)		1,146,955
	Non-controlling interest in New Mountain Net Lease Corporation	6,079		-		6,079
	Total net assets	1,188,256		(35,222)		1,153,034
		-
	Total liabilities and net assets	2,902,853		(407,625)		2,495,228
	(1) Pro forma adjustment represents the impact of the Asset Sale at 94% of December 31, 2025 fair value
	(2) Fair value of assets sold as of December 31, 2025, inclusive of partial paydown received by the Company and asset purchase made by the Company on 3/12
	(3) Includes estimated seller and transaction expenses

New Mountain Finance Corporation
Pro Forma Consolidated Statements of Operations
		Year ended				Year ended
in thousands		December 31, 2025		Pro Forma Adjustments (1)		Pro Forma December 31, 2025
Investment income
	From non-controlled/non-affiliated investments	$                   236,589		-		$                               236,589
	From non-controlled/affiliated investments	8,522		-		8,522
	From controlled investments	81,973		-		81,973
	Total investment income	327,084		-		327,084
Expenses
	Total incentive fees	30,761		-		30,761
	Management fee	38,787		-		38,787
	Interest and other financing expenses	123,718		-		123,718
	All other expenses	(2,540)		-		(2,540)
	Net expenses including income tax expense	190,726		-		190,726
	Net investment income	136,358		-		136,358
	Net realized and unrealized losses	(119,385)		(35,222)		(154,607)
	Net increase (decrease) in net assets resulting from operations	16,973		(35,222)		(18,249)
	Less: Net increase in net assets resulting from operations related to non-controlling interests in New Mountain Net Lease Corporation	(485)		-		(485)
	Net increase (decrease) in net assets resulting from operations related to New Mountain Finance Corporation	$                     16,488		$                           (35,222)		$                               (18,734)
	(1) Pro forma adjustment represents the impact of the Asset Sale at 94% of December 31, 2025 fair value

FAQ

What major transaction did New Mountain Finance (NMFC) complete in this 8-K?

New Mountain Finance completed an asset sale of approximately $468.0 million of investments at 94% of their December 31, 2025 fair value. The purchasers acquired full or partial positions in fifteen portfolio companies under a definitive agreement dated February 21, 2026.

How did the asset sale affect New Mountain Finance’s pro forma balance sheet?

Pro forma as of December 31, 2025, total assets decline from $2,902.9 million to $2,495.2 million. Borrowings fall by $372.4 million to $1,298.6 million, while total net assets decrease by $35.2 million to $1,153.0 million after the transaction’s impact.

What is the impact of the asset sale on New Mountain Finance’s earnings profile?

The asset sale adds a pro forma adjustment of $35.2 million to net realized and unrealized losses. This shifts the net increase in net assets from operations for December 31, 2025 from a $16.5 million gain to a $18.7 million loss attributable to New Mountain Finance Corporation.

How did New Mountain Finance’s debt and cash change pro forma for the asset sale?

Pro forma, investments at fair value drop by $468.0 million, while cash and cash equivalents increase by $60.4 million to $141.1 million. Net borrowings decrease from $1,671.1 million to $1,298.6 million, reflecting partial paydowns on the Holdings Credit Facility and other borrowings.

What changes were made to New Mountain Finance’s credit facility terms?

The Fifteenth Amendment to the Loan and Security Agreement extends the Revolving Period End Date from March 2028 to March 2029 and the Facility Maturity Date from March 2030 to March 2031. It also reduces the applicable spread determining the interest rate to 1.85% from 1.95%.

Are the pro forma financial statements for NMFC meant as forecasts?

The pro forma financial statements are presented for informational purposes only. They are not necessarily indicative of what New Mountain Finance’s financial position or results would have been, nor do they project the future impact of the asset sale on financial performance.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 newmountainfinance_ex99-1.htm 57.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB