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[Form 4] New Mountain Finance Corp Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4
Rhea-AI Filing Summary

Steven B. Klinsky, a director of New Mountain Finance Corp (NMFC), reported multiple changes in his beneficial ownership on Form 4 filed for transactions dated 09/16/2025. The filing shows a disposition of 109,251.61 shares and two purchases on 09/16/2025 totaling 106,691 shares (21,339 and 85,352) at $9.7813 per share. The report lists substantial indirect holdings across several trusts, including positions of 965,111, 1,020,267, 4,370,857, 3,457,379, and 855,000 shares held by various trusts referenced in the explanatory notes. Several small direct and family-trust holdings are also disclosed. The reporting person disclaims beneficial ownership of trust-held shares except to the extent of pecuniary interest.

Positive
  • Director made net purchases on 09/16/2025 totaling 106,691 shares at $9.7813, signaling direct financial participation.
  • Large long-term positions held by trusts (e.g., 4,370,857 and 3,457,379 shares) indicate substantial ongoing economic interest in NMFC.
Negative
  • Reported disposition of 109,251.61 shares on the same date as purchases, reflecting notable selling activity.
  • Major holdings are held indirectly through trusts and are disclaimed for beneficial ownership except for pecuniary interest, limiting clarity on control/voting intent.

Insights

TL;DR: Director executed both purchases and a disposition on 09/16/2025, leaving significant trust-held indirect positions.

The transactions combine a reported disposition of 109,251.61 shares with two purchases totaling 106,691 shares at $9.7813, indicating net near-neutral transactional activity on the reported date. Material context is the large indirect holdings aggregated across multiple trusts (several positions in the hundreds of thousands to millions of shares), which represent the primary source of the reporting persons economic exposure to NMFC. These trust holdings are disclaimed except for pecuniary interest, so voting and direct control implications are limited by the disclaimers. For investors, the filing documents insider activity but does not by itself change the companys fundamentals.

TL;DR: Transactions are routine Section 16 reporting with extensive use of trusts and standard disclaimers of beneficial ownership.

The Form 4 shows the reporting person is a director and that multiple trusts directly own large share blocks, with customary disclaimers of beneficial ownership except to pecuniary interest. The mix of a sizeable disposition and contemporaneous purchases may reflect portfolio rebalancing or DRIP activity (the filing notes dividend reinvestment plan shares included), rather than a governance change. No executive officer title or change in control is reported. From a governance standpoint, the filing raises no immediate red flags but highlights the complexity of the directors ownership structure.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KLINSKY STEVEN B

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Mountain Finance Corp [ NMFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 109,251.61(1) D
Common Stock 09/16/2025 P 21,339 A $9.7813 965,111 I See Note(2)
Common Stock 1,020,267 I See Note(3)
Common Stock 11,191 I See Note(4)
Common Stock 11,175 I See Note(5)
Common Stock 11,175 I See Note(6)
Common Stock 11,175 I See Note(7)
Common Stock 09/16/2025 P 85,352 A $9.7813 4,370,857 I See Note(8)
Common Stock 3,457,379 I See Note(9)
Common Stock 855,000 I See Note(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes shares previously acquired under the New Mountain Finance Corporation dividend reinvestment plan.
2. The Steven B. Klinsky 2008 Long Term Trust directly owns these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. The Steven B. Klinsky Non-GST Exempt Trust directly owns these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
4. Includes (i) 16 shares held directly and (ii) 11,175 shares held indirectly through a trust by an immediate family member of the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
5. Shares are held indirectly through a trust by an immediate family member of the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
6. Shares are held indirectly through a trust by an immediate family member of the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
7. Shares are held indirectly through a trust by an immediate family member of the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
8. The Steven B. Klinsky 2024 Revocable Trust ("2024 Trust 1") directly owns these shares. The reporting person disclaims beneficial ownership held by 2024 Trust 1 except to the extent of his pecuniary interest therein.
9. The Steven B. Klinsky 2024 Revocable Trust ("2024 Trust 2") directly owns these shares. The reporting person disclaims beneficial ownership held by 2024 Trust 2 except to the extent of his pecuniary interest therein.
10. The Steven B. Klinsky 2024 Revocable Trust ("2024 Trust 3") directly owns these shares. The reporting person disclaims beneficial ownership held by 2024 Trust 3 except to the extent of his pecuniary interest therein.
/s/ Steven B. Klinsky 09/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Steven B. Klinsky report for NMFC on 09/16/2025?

He reported a disposition of 109,251.61 shares and two purchases totaling 106,691 shares (21,339 and 85,352) at $9.7813 per share on 09/16/2025.

How many NMFC shares does Klinskys filing show held indirectly by trusts?

The filing discloses several trust-held positions, including 965,111, 1,020,267, 4,370,857, 3,457,379, and 855,000 shares.

Does the Form 4 indicate Klinsky directly controls the trust-held shares?

No. The filing states the reporting person disclaims beneficial ownership of the shares held by the trusts except to the extent of his pecuniary interest.

Were any derivative securities reported on this Form 4?

No derivative securities are detailed in Table II; the filing only reports non-derivative stock transactions and holdings.

Is there any mention of a dividend reinvestment plan in the filing?

Yes. Note 1 states that the 109,251.61 shares include shares previously acquired under the New Mountain Finance Corporation dividend reinvestment plan.
New Mountain Finance

NASDAQ:NMFC

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935.62M
89.85M
11.89%
33.53%
1.09%
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Financial Services
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United States
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