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

Rhea-AI Filing Summary

WhiteHorse Finance, Inc. (WHF) held its annual meeting on July 30, 2025; 23,243,088 shares were outstanding on the June 6, 2025 record date. Stockholders elected two Class I directors to serve until the 2028 annual meeting: G. Stacy Smith (Votes For: 4,653,996; Against: 799,821; Abstentions: 86,623; Broker Non-Vote: 7,352,120) and John P. Volpe (Votes For: 4,688,765; Against: 740,748; Abstentions: 110,927; Broker Non-Vote: 7,352,120).

The meeting also ratified the selection of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 (Votes For: 12,339,932; Against: 365,357; Abstentions: 187,271). The report is signed by Joyson C. Thomas, Chief Financial Officer, dated August 5, 2025.

Positive

• Two Class I directors elected to serve until the 2028 annual meeting, preserving board continuity.
• Crowe LLP ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Negative

• Large broker non-votes (7,352,120) recorded for director elections, indicating a significant portion of outstanding shares did not cast a vote on those matters.

Insights

Corporate Governance Expert

TL;DR: Routine governance outcomes: director elections and auditor ratification, with notable broker non-votes indicating limited voting participation.

The election of two Class I directors to serve through 2028 and ratification of Crowe LLP are standard annual corporate governance actions explicitly reported. Vote tallies show substantial broker non-votes (7,352,120), which reduced participating votes on director elections versus total outstanding shares (23,243,088). For investors, the results maintain board continuity and confirm auditor engagement for FY2025; the broker non-vote magnitude may warrant monitoring for future shareholder engagement efforts.

Securities Analyst

TL;DR: Non-financial but material governance disclosures; outcomes unlikely to affect near-term operating metrics.

The 8-K discloses precise vote counts and the record date (June 6, 2025). Director elections received plurality support from voting shareholders and the auditor selection was decisively ratified (12,339,932 For). These are governance confirmations rather than operational changes; they preserve existing governance structure and auditor continuity for FY2025, so immediate financial impact is neutral. Continue to watch subsequent filings for any auditor-related notes or board changes.

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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): July 30, 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 5.07. Submission of Matters to a Vote of Security Holders.

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On July 30, 2025, WhiteHorse Finance, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 23,243,088 shares of common stock outstanding on the record date, June 6, 2025. The final voting results from the Annual Meeting were as follows:

Proposal 1. To elect two (2) Class I directors of the Company who will each serve until the 2028 annual meeting of stockholders or until his successor is duly elected and qualifies.

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Name		Votes For		Votes Against		Abstentions		Broker Non-Vote
G. Stacy Smith		4,653,996		799,821		86,623		7,352,120
John P. Volpe		4,688,765		740,748		110,927		7,352,120

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Proposal 2. To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

2,339,932							​			​	​
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Votes For				Votes Against					Abstentions
12,339,932				365,357					187,271

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Forward-Looking Statements

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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.

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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 5, 2025	WHITEHORSE FINANCE, INC.
	By:	/s/ Joyson C. Thomas
		Joyson C. Thomas
		Chief Financial Officer

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FAQ

What were the results of WhiteHorse Finance (WHF) director elections on July 30, 2025?

Both Class I directors were elected: G. Stacy Smith (For: 4,653,996; Against: 799,821; Abstentions: 86,623) and John P. Volpe (For: 4,688,765; Against: 740,748; Abstentions: 110,927).

How many WHF shares were outstanding on the record date for the annual meeting?

There were 23,243,088 shares of common stock outstanding on the record date, June 6, 2025.

Was the independent auditor for WHF ratified?

Yes. Stockholders ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 (For: 12,339,932; Against: 365,357; Abstentions: 187,271).

When was the annual meeting and when was the 8-K signed?

The annual meeting was held on July 30, 2025. The Current Report (8-K) was signed by CFO Joyson C. Thomas on August 5, 2025.

Did the 8-K disclose any forward-looking statements?

Yes. The filing includes a standard forward-looking statements disclaimer noting risks and the Company’s lack of duty to update such statements.