[8-K] WhiteHorse Finance, Inc. Reports Material Event

Rhea-AI Filing Summary

Independent Bank Corp. (IBCP) – Form 4 insider transaction

Director Ronia F. Kruse reported two acquisitions of phantom stock units under the company’s Deferred Compensation and Stock Purchase Plan for Non-Employee Directors:

• 15 May 2025: 172.90 units acquired at a reference price of $32.57.
• 01 Jul 2025: 685.66 units acquired at a reference price of $29.17.

After the transactions, Kruse’s total holdings in derivative phantom units rose to 22,517.77. These units are designed to mirror the value of IBCP common stock and will be settled in shares when the director retires from the Board.

No common shares were bought or sold on the open market, and the filing contains no indication of dispositions or sales. The transactions are routine, compensation-related awards that increase the director’s equity-linked exposure and further align board incentives with shareholder interests, but they do not change the public float or directly affect cash flow.

Positive

• Director increased equity-linked exposure by 858.56 phantom stock units, bringing total to 22,517.77 units, further aligning incentives with shareholders.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine phantom-stock accrual; aligns incentives, limited market impact.

The filing records standard deferred-compensation allocations, not open-market purchases. Because settlement occurs only at retirement, the units neither reduce outstanding share count nor inject fresh capital. Nevertheless, they incrementally strengthen board-shareholder alignment by tying a director’s future wealth to share performance. Given the small size (≈859 units) relative to IBCP’s float, I view the disclosure as governance-neutral with no immediate valuation effect.

Portfolio Manager

TL;DR: Insider equity exposure up slightly; signal value is minimal.

While insider accumulation can sometimes hint at confidence, these awards are automatic under a board plan and total less than US$30k in notional value—immaterial versus IBCP’s market cap. I would not alter a position or model on this data alone, but it is modestly reassuring that directors continue to defer cash into equity-linked units rather than cash out.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549​FORM 8-K​CURRENT REPORT​Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934​Date of Report (Date of earliest event reported): June 27, 2025​WhiteHorse Finance, Inc.(Exact name of registrant as specified in its charter)​

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)

​(305) 381-6999(Registrant’s telephone number, including area code)​Not Applicable(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)

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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))

​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	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)

​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.  ☐​​

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​​​Item 1.01. Entry into a Material Definitive Agreement.​On June 27, 2025 WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), a wholly owned subsidiary of WhiteHorse Finance, Inc. (the “Company”), entered into an Eleventh Amendment (the “Eleventh Amendment”) to the Fifth Amended and Restated Loan Agreement, dated April 28, 2021 (as previously amended on July 15, 2021, October 4, 2021, January 4, 2022, February 4, 2022, March 30, 2022, April 12, 2023, June 28, 2024, November 21, 2024, December 19, 2024 and January 21, 2025), by and among WhiteHorse Credit, as borrower, JPMorgan Chase Bank, National Association, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, the Company, as portfolio manager, and Virtus Group LP, as collateral administrator (as amended, the “Amended Loan Agreement”). The Eleventh Amendment, among other things, (i) changes the definition of “Optional Commitment Reduction Date” from July 17, 2025 to June 23, 2025; (ii) removes WhiteHorse Credit’s right to prepay outstanding advances in whole or in part on the Optional Commitment Reduction Date; and (iii) reduces the Financing Commitments agreed by WhiteHorse Credit and the lenders from $235,000,000 to $100,000,000 on the Optional Commitment Reduction Date. Capitalized terms used herein without definition have the meanings assigned to them in the Amended Loan Agreement, as amended by the Eleventh Amendment. ​The description above is only a summary of the modifications pursuant to the Eleventh Amendment and is qualified in its entirety by reference to a copy of the Eleventh Amendment which attaches the Amended Loan 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 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.​The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.​Forward-Looking Statements​This Current Report on Form 8-K 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 Current Report on Form 8-K 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 from time to time in 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 Current Report on Form 8-K.​Item 9.01. Financial Statements and Exhibits​(d) Exhibits:​

10.1	Eleventh Amendment to Fifth Amended and Restated Loan Agreement, dated June 27, 2025, by and among WhiteHorse Finance Credit I, LLC, as borrower, JPMorgan Chase Bank, National Association, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, WhiteHorse Finance, Inc., as portfolio manager, and Virtus Group LP, as collateral administrator
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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​​​​​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.​

Dated: July 1, 2025	WHITEHORSE FINANCE, INC.
		/s/ Joyson C. Thomas
	By:	Joyson C. Thomas
	Title: ​	Chief Financial Officer

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FAQ

What did Independent Bank Corp. (IBCP) report in the latest Form 4?

A director acquired 858.56 phantom stock units via the deferred compensation plan, raising total holdings to 22,517.77 units.

Were any common shares of IBCP bought or sold in this filing?

No. The Form 4 shows only phantom stock unit accruals; no common stock transactions occurred.

At what reference prices were the phantom units credited?

Units were credited at $32.57 on 05/15/2025 and $29.17 on 07/01/2025.

When will the phantom stock units convert into IBCP shares?

They settle in common stock when the reporting person retires from the Board, per the deferred compensation plan.

Does this Form 4 indicate any change in Independent Bank Corp.’s share count?

No. Phantom stock units are bookkeeping entries that do not affect outstanding shares until they are settled in the future.