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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):
February 11, 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 8.01 – Other Events.
On February 11, 2026, Sound Point Meridian Capital,
Inc. (the “Company”) issued a press release announcing declaration of both common and preferred dividends for the first fiscal
quarter 2027 months ending April 30, 2026, May 31, 2026, and June 30, 2026, financial results for the third fiscal quarter ended December
31, 2025, and certain additional activity through January 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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 11, 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: February 11, 2026 |
By: |
/s/ Ujjaval Desai |
| |
Name: |
Ujjaval Desai |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1

Sound
Point Meridian Capital, Inc. Announces First Fiscal Quarter 2027
Common Distributions and Preferred Distributions and Results for
the
Third Fiscal Quarter Ended December 31, 2025
NEW
YORK – February 11, 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 first fiscal quarter
2027 (second calendar quarter of 2026) and results for the third fiscal quarter ended December 31, 2025.
The
Company is declaring a monthly distribution of $0.20 per share on its common stock to be paid on each of April 30, 2026, May 29,
2026, and June 30, 2026.
The
distributions are payable based on the following schedule:
| Record Date |
Payable
Date |
Amount
per common share |
| April 15,
2026 |
April 30,
2026 |
$0.20 |
| May 15,
2026 |
May 29, 2026 |
$0.20 |
| June 15,
2026 |
June 30,
2026 |
$0.20 |
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 April 30, 2026, May 29, 2026, and June 30,
2026.
The
distributions are payable based on the following schedule:
| Record Date |
Payable
Date |
Amount
per common share |
| April 15,
2026 |
April 30,
2026 |
$0.16667 |
| May 15,
2026 |
May 29, 2026 |
$0.16667 |
| June 15,
2026 |
June 30,
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 common share |
| April 15,
2026 |
April 30,
2026 |
$0.1640625 |
| May 15,
2026 |
May 29, 2026 |
$0.1640625 |
| June 15,
2026 |
June 30,
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.
THIRD
FISCAL QUARTER ENDED DECEMBER 31, 2025 RESULTS
|
● |
Net
asset value per share of common stock was $14.02 as of December 31, 2025. |
|
● |
Net
investment income (“NII”) was $9.0 million, or $0.44 per share of common stock, comprised of $18.0 million of investment
income, or $0.88 per share of common stock and $9.0 million of expenses, or $0.44 per share of common stock. |
|
● |
Realized
loss on investments was $1.1 million, or ($0.05) per share of common stock. |
|
● |
Unrealized
loss on investments was $51.8 million, or ($2.53) per share of common stock. |
|
● |
GAAP
net loss was $43.9 million, or ($2.14) per share of common stock. |
|
● |
As
of December 31, 2025, the weighted average effective yield of the Company’s CLO equity portfolio, based on amortized cost,
was 11.0%.1 |
|
● |
As
of December 31, 2025, 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 1,596 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 4.5% of the loans underlying the Company’s CLO debt and equity portfolio.
|
FOURTH
FISCAL QUARTER PORTFOLIO ACTIVITY AND OTHER UPDATES
| ● | Management’s
unaudited estimate of the net asset value per share of the Company’s common stock as
of January 31, 2026, was $13.40. |
| ● | Received
$29.6 million cash distributions from the Company’s investment portfolio.2 |
| ● | Declared
a monthly distribution of $0.20 per share on the Company’s common stock to be paid
on each of April 30, 2026, May 29, 2026, and June 30, 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 April 30, 2026, May 29, 2026, and June 30,
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 April 30, 2026, May 29, 2026, and June 30,
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,
February 11, 2026 – 11:00 a.m. ET |
| |
|
| Participant
Dial-In Numbers: |
|
| (United
States): |
(800)
549-8228 |
| (International): |
(646)
564-2877 |
| 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. |
To
access the call, please dial-in approximately five minutes before the start time and, if asked, provide the operator with Conference
ID “SOUNDFQ3”.
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