WHF Board adopts Second Amended and Restated Bylaws; Exhibit 3.1 filed

Rhea-AI Filing Summary

WhiteHorse Finance's Board approved a Second Amended and Restated Bylaws that repeals certain provisions the company says were redundant of the Delaware General Corporation Law or Delaware common law. The Second Amended and Restated Bylaws became effective immediately upon Board approval and the full text is filed as Exhibit 3.1 and incorporated by reference. The 8-K states the description in the filing is a summary and is qualified in its entirety by the filed bylaws.

The report also lists the companys securities registered on Nasdaq: Common Stock (WHF) and 7.875% Notes due 2028 (WHFCL), and includes Exhibit 104 as the interactive data file.

Positive

• Board approval of a Second Amended and Restated Bylaws to repeal provisions redundant with Delaware law
• Amended bylaws became effective immediately upon Board approval
• Full text filed as Exhibit 3.1, with Exhibit 104 (interactive data) also included

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board-approved bylaws restatement removes provisions redundant with Delaware law; procedural governance update with limited investor impact.

The filing documents a board action to adopt a Second Amended and Restated Bylaws that expressly repeals provisions redundant of Delaware statutory or common law. This is presented as a housekeeping measure to align the companys governance documents with applicable law. The amended bylaws became effective immediately and the full text is filed as Exhibit 3.1, enabling stakeholders to review the exact changes. Absent other disclosures, this item is routine and does not, by itself, alter financial statements, capital structure, or management appointments.

Securities Analyst

TL;DR: Filing reports a bylaws restatement; no financial data or material transactions disclosed, so market impact appears neutral.

The 8-K is limited to an amendment of the corporate bylaws and exhibits. It confirms the amendment was effective immediately and that the description is qualified by the filed document in Exhibit 3.1. Item 9 lists only Exhibits 3.1 and 104, and there are no financial statements, earnings metrics, or material transactions included in this report. From a securities perspective, this disclosure is administrative and unlikely to be material to valuation absent further context.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): August 9, 2025

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WhiteHorse Finance, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		814-00967		45-4247759
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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1450 Brickell Avenue, 31st Floor Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

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(305) 381-6999

(Registrant’s telephone number, including area code)

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Not Applicable

(Former Name or Former Address, if changed since last report)

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	WHF	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
7.875% Notes due 2028	WHFCL	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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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).

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Emerging growth company  ☐

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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.  ☐

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Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

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On August 9, 2025, the board of directors (the “Board”) of WhiteHorse Finance, Inc. (the “Company”) approved a second amendment and restatement of the Bylaws of the Company (as amended and restated from time to time, the “Second Amended and Restated Bylaws”) in order to repeal certain provisions of the Company’s amended and restated Bylaws that were redundant of either the Delaware General Corporation Law or the applicable common law of the State of Delaware. The Second Amended and Restated Bylaws became effective immediately upon their approval by the Board.

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The foregoing description is only a summary of the material provisions of the Second Amended and Restated Bylaws and is qualified in its entirety by reference to a copy of the Second Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits

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(d) Exhibits:

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3.1	Second Amended and Restated Bylaws of WhiteHorse Finance, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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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.

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Dated: August 13, 2025	WHITEHORSE FINANCE, INC.
		/s/ Joyson C. Thomas
	By:	Joyson C. Thomas
	Title:  ​	Chief Financial Officer

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FAQ

What did WhiteHorse Finance (WHF) report in this 8-K?

The company reported that its Board approved a Second Amended and Restated Bylaws repealing provisions redundant with Delaware law; the bylaws are filed as Exhibit 3.1.

Are the amended bylaws effective immediately?

Yes. The filing states the Second Amended and Restated Bylaws became effective immediately upon Board approval.

Where can investors find the full text of the amended bylaws for WHF?

The full text of the Second Amended and Restated Bylaws is filed as Exhibit 3.1 and is incorporated by reference in the 8-K.

Does this 8-K for WHF include financial statements or earnings information?

No. The report lists only exhibits (Exhibit 3.1 and Exhibit 104) and does not include financial statements, earnings data, or material transactions.

Who signed the 8-K filing for WhiteHorse Finance?

The filing is signed on behalf of the registrant by Joyson C. Thomas, Chief Financial Officer.