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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 3, 2026
SOUND POINT MERIDIAN CAPITAL, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
|
811-23881 |
|
99-3083840 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 375 Park Avenue, 34th Floor, New York, New York |
|
10152 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 895-2293
(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:
| ☐ |
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 $0.001 per share |
|
SPMC |
|
New York Stock Exchange |
| 8.00% Series A Preferred Stock due 2029 |
|
SPMA |
|
New York Stock Exchange |
| 7.875% Series B Preferred Stock due 2030 |
|
SPME |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
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 August 3, 2026, Sound Point Meridian Capital, Inc. (the “Company”) entered into a Management Fee Waiver Agreement (the “Fee Waiver Agreement”) with Sound Point Meridian Management Company, LLC, the Company’s investment adviser (the “Adviser”), in connection with the Investment Advisory Agreement between the Company and the Adviser, dated May 9, 2024 (the “Advisory Agreement”). Pursuant to the Fee Waiver Agreement, for the period from July 1, 2026 through December 31, 2026 (the “Waiver Period”), the Adviser has agreed to temporarily waive a portion of the base management fee and the incentive fee otherwise payable by the Company under the Advisory Agreement, as follows: (i) the base management fee will be calculated at an annual rate of 1.50% of the Company’s Total Equity Base, rather than the 1.75% rate provided under the Advisory Agreement; and (ii) the incentive fee catch-up range will be narrowed from 2.00% to 2.35% (rather than 2.00% to 2.50%) of Pre-Incentive Fee Net Investment Income, with the Adviser’s share of Pre-Incentive Fee Net Investment Income above the catch-up range reduced to 15% (rather than 20%). The Adviser may not seek reimbursement from the Company for any amounts waived under the Fee Waiver Agreement. The Fee Waiver Agreement does not otherwise amend the calculation of the base management fee or the incentive fee under the Advisory Agreement, and, other than as expressly provided in the Fee Waiver Agreement, the terms of the Advisory Agreement remain in full force and effect. Following the expiration of the Waiver Period, the base management fee and incentive fee will again be calculated and payable in accordance with the Advisory Agreement.
The foregoing description of the Fee Waiver Agreement is not complete and is qualified in its entirety by reference to the full text of the Fee Waiver Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 – Other Events.
On August 12, 2026, the Company issued a press release announcing the declaration of both common and preferred distributions for the third fiscal quarter 2027, financial results for the first fiscal quarter ended June 30, 2026, and certain additional activity through July 31, 2026. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Management’s unaudited estimate of the range of the net asset value per share of Sound Point Meridian Capital, Inc.’s (the “Company”) common stock as of July 31, 2026, was between $9.56 and $9.66.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Management Fee Waiver Agreement, dated August 3, 2026 |
| 99.1 |
|
Press Release, dated August 12, 2026 |
SIGNATURES
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 thereunto duly authorized.
| |
Sound Point Meridian Capital, Inc. |
| |
|
| Date: August 12, 2026 |
By: |
/s/ Ujjaval Desai |
| |
Name: |
Ujjaval Desai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Sound
Point Meridian Capital, Inc. Announces Third Fiscal Quarter 2027 Common and
Preferred Distributions and Results for the First Fiscal
Quarter Ended June 30, 2026
NEW YORK – August 12, 2026 – Sound Point Meridian Capital, Inc. (NYSE: SPMC, SPMA, SPME), a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Company”), today announced the declaration of distributions on shares of the Company’s common and preferred stock for the third fiscal quarter 2027 (fourth calendar quarter of 2026), results for the first fiscal quarter ended June 30, 2026 and additional activity through July 31, 2026.
The Company is declaring a monthly distribution of $0.13 per share on its common stock to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026.
The distributions will be payable according to the following schedule:
| Record Date |
Payable Date |
Amount per common share |
| October 15, 2026 |
October 30, 2026 |
$0.13 |
| November 13, 2026 |
November 30, 2026 |
$0.13 |
| December 15, 2026 |
December 31, 2026 |
$0.13 |
Distributions on common stock are generally paid from net investment income (regular interest and dividends) and may also include capital gains and/or a return of capital. The specific tax characteristics of the distributions will be reported to the Company’s stockholders on Form 1099 after the end of the 2026 calendar year.
The Company is also declaring a monthly distribution of $0.16667 on shares of the Company’s 8.00% Series A Term Preferred Stock due 2029 (the “Series A Term Preferred Stock”) to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026.
The distributions will be payable according to the following schedule:
| Record Date |
Payable Date |
Amount per preferred share |
| October 15, 2026 |
October 30, 2026 |
$0.16667 |
| November 13, 2026 |
November 30, 2026 |
$0.16667 |
| December 15, 2026 |
December 31, 2026 |
$0.16667 |
The distributions on the Series A Term Preferred Stock reflect an annual distribution rate of 8.00% of the $25.00 liquidation preference per share.
The Company is also pleased to announce the declaration of distributions on shares of the Company’s 7.875% Series B Term Preferred Stock due 2030 (the “Series B Term Preferred Stock”) as follows:
| Record Date |
Payable Date |
Amount per preferred share |
| October 15, 2026 |
October 30, 2026 |
$0.1640625 |
| November 13, 2026 |
November 30, 2026 |
$0.1640625 |
| December 15, 2026 |
December 31, 2026 |
$0.1640625 |
The distributions on the Series B Term Preferred Stock reflect an annual distribution rate of 7.875% of the $25.00 liquidation preference per share.
FIRST FISCAL QUARTER ENDED JUNE 30, 2026 RESULTS
| |
● |
Net asset value per share of common stock was $9.88 as of June 30, 2026. |
| |
● |
Net investment income (“NII”) was $5.1 million, or $0.24 per share of common stock, comprised of $12.4 million of investment income, or $0.59 per share of common stock and $7.4 million of expenses, or $0.35 per share of common stock. |
| |
● |
Realized loss on investments was $12.8 million, or ($0.60) per share of common stock. |
| |
● |
Unrealized gain on investments was $25.2 million, or $1.19 per share of common stock. |
| |
● |
GAAP net income was $17.5 million, or $0.83 per share of common stock. |
| |
● |
As of June 30, 2026, the weighted average effective yield of the Company’s CLO equity portfolio, based on amortized cost, was 9.8%.1 |
| |
● |
As of June 30, 2026, on a look-through basis, and based on the most recent trustee reports received by such date: |
| |
○ |
The Company, through its CLO investments, had indirect exposure to approximately 1,587 unique underlying loans. |
| |
○ |
The largest look-through obligor represented 0.6% of the loans underlying the Company’s CLO debt and equity portfolio. |
| |
○ |
The top ten largest look-through obligors together represented 4.3% of the loans underlying the Company’s CLO debt and equity portfolio. |
SECOND FISCAL QUARTER PORTFOLIO ACTIVITY AND OTHER UPDATES
| |
● |
Management’s unaudited and estimated range of the net asset value per share of the Company’s common stock as of July 31, 2026, was between $9.56 and $9.66. |
| |
● |
Received $16.1 million cash distributions from the Company’s investment portfolio.2 |
| |
● |
Declared a monthly distribution of $0.13 per share on the Company’s common stock to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| |
● |
Declared a monthly distribution of $0.16667 on shares of the Company’s 8.00% Series A Term Preferred Stock due 2029 to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| |
● |
Declared a monthly distribution of $0.1640625 on shares of the Company’s 7.875% Series B Term Preferred Stock due 2030 to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| ● | Entered
into a Management Fee Waiver Agreement with the Company’s investment adviser, effective for the period from July 1, 2026 through
December 31, 2026, pursuant to which the Adviser has agreed to temporarily waive a portion of the base management fee and incentive fee
otherwise payable under the Advisory Agreement. During this period, the fee waiver will reduce the annual base management fee from 1.75%
to 1.50% and the annual incentive fee from 20% to 15% of pre-incentive net investment income.3 |
| 1 |
Weighted average effective yield is based on investments’ amortized cost and expected future cash flows as of the applicable period end. |
| 2 |
“Cash distributions” refers to the quarterly distributions received by the company from its CLO equity investments. |
| 3 |
For additional details, see the Management Fee Waiver Agreement, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
August 12, 2026. |
CONFERENCE CALL
The Company will host a conference call at 11:00 a.m. (Eastern Time) today to discuss these results. All interested parties are welcome to participate in the conference call via the below:
| Date/Time: |
Wednesday, August 12, 2026 – 11:00 a.m. ET |
| |
|
| Participant Dial-In Numbers: |
|
| (North America Toll-Free): |
(833) 461-5787 |
| (International Toll): |
(585) 542-9983 |
To access the call, please dial-in approximately five minutes before the start time and, if asked, provide the operator with Conference ID 480 045 023.
An accompanying slide presentation is available in pdf format via the “Events and Presentations” section of the Company’s website (https://www.soundpointmeridiancap.com/).
The call will also be simultaneously webcast over the internet via the “Events and Presentations” section of the Company’s website (https://www.soundpointmeridiancap.com/). Please go to the “Events and Presentations” section of the Company’s website at least 15 minutes prior to the call to register for the call and download and install any necessary audio software.
About the Company
The Company is an externally managed, non-diversified closed-end management investment company. The Company’s investment objective is to generate high current income, with a secondary objective to generate capital appreciation, by investing primarily in third-party collateralized loan obligation (“CLO”) equity and mezzanine tranches of predominately U.S. dollar-denominated CLOs backed by corporate leveraged loans issued primarily to U.S. obligors. The Company is externally managed and advised by Sound Point Meridian Management Company, LLC, a Delaware limited liability company. For additional information, visit https://www.soundpointmeridiancap.com.
FORWARD-LOOKING STATEMENTS
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Investor Relations:
Julie Smith – Sound Point Capital
(833) 217-6665
ir@soundpointmeridiancap.com
www.soundpointmeridiancap.com
Source: Sound Point Meridian Capital, Inc.
NOT FDIC INSURED ● NO BANK GUARANTEE ● MAY LOSE VALUE