Monroe Capital Corporation (MRCC) Files Form 10-K/A: Key Developments and Shareholder Updates

Key Points from the Report

• Filing of Amendment No. 1 to Annual Report (Form 10-K/A): Monroe Capital Corporation (MRCC) filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment provides the Part III information originally omitted as the company had intended to incorporate it by reference from its proxy statement, which will not be filed within 120 days of year-end.
• Major Corporate Action: Merger with Horizon Technology Finance Corporation
  The most significant development is the announcement that MRCC has merged with and into Horizon Technology Finance Corporation. As a result, Horizon Technology Finance Corporation is now the successor by merger to MRCC.
• Impending Termination of SEC Reporting:
  Following the merger, MRCC intends to file a Form 15 to terminate the registration of all its registered classes of securities and suspend its duty to file further reports under Sections 13 and 15(d) of the Exchange Act. After this, MRCC will no longer be required to file public reports with the SEC.
• Board and Governance Information:
  The filing includes full disclosures on directors, executive officers, corporate governance, and insider trading policies. There are no recent changes to director nomination procedures or material legal proceedings involving management.
• Executive and Director Compensation:
  Detailed information on director and executive compensation is provided. Independent directors received \$58,000 each in total compensation. The company did not grant any stock options, warrants, or similar instruments in 2025, and no equity compensation plans exist.
• Beneficial Ownership:
  As of March 5, 2026, MRCC had 21,666,340 shares of common stock outstanding. Ownership tables for officers, directors, and 5%+ holders are disclosed. Most directors report an equity stake valued at over \$100,000.
• Change in Auditor:
  On June 3, 2025, the Board’s Audit Committee dismissed KPMG LLP as the company’s auditor, and RSM US LLP is now the independent registered public accounting firm. The change followed a transaction in which Wendel SE acquired a controlling interest in Monroe Capital’s adviser.
• Other Corporate Disclosures:
  • All Section 16(a) filings by insiders were timely.
  • The company adopted and filed an insider trading policy and a clawback policy.
  • No equity compensation plans, options, or warrants are outstanding.
  • Full list of subsidiaries, credit agreements, and governance documents link provided.

Important Shareholder Considerations & Potential Price-Sensitive Information

• Merger with Horizon Technology Finance Corporation:
  This is the most price-sensitive and potentially share price-moving event disclosed. The merger means MRCC will cease to be a standalone public company, and its shares will no longer trade independently. Following the merger, registration and reporting requirements for MRCC securities will end. Shareholders should review the terms of the merger and what consideration (cash, shares, etc.) they will receive as part of the transaction.
• Filing of Form 15 and End of SEC Reporting:
  The termination of public reporting obligations means less transparency for former MRCC shareholders and eliminates future SEC filings.
• Change in Independent Auditor:
  While the prior auditor (KPMG) did not flag any issues, the change in auditor and the new controlling entity (Wendel SE) reflects significant corporate changes. This could be material for investors monitoring governance and audit continuity.
• No Pending Litigation or Material Legal Proceedings:
  The absence of legal proceedings involving directors or the company reduces legal risk for shareholders.
• Insider Trading and Clawback Policies:
  The company has adopted both insider trading and clawback policies, enhancing governance standards.

Details for Investors

• Company Name: Monroe Capital Corporation (MRCC)
• Trading Symbol: MRCC (NASDAQ Global Select Market)
• Shares Outstanding (as of 3/5/2026): 21,666,340
• Merger Partner: Horizon Technology Finance Corporation
• SEC Reporting to End: The company will file Form 15 to terminate its public reporting obligations after this 10-K/A
• Audit Firm Change: KPMG LLP dismissed, RSM US LLP appointed; Wendel SE now controls the investment adviser
• Governance: No material changes to director nomination or governance policies; all directors deemed independent under Nasdaq and 1940 Act standards
• Compensation: No stock options, warrants, or equity compensation plans; Independent directors received \$58,000 each in 2025
• Legal/Compliance: No material legal proceedings, all insider filings current, and robust insider trading and clawback policies adopted

Conclusion

This filing marks the end of Monroe Capital Corporation as an independent reporting company and its integration into Horizon Technology Finance Corporation. The merger, the immediate termination of SEC reporting, and the change in control and auditor are all highly material events that will affect the future of MRCC shares and their holders. Shareholders are strongly advised to review the terms of the merger and any communications from the company regarding the exchange or redemption of their shares. The cessation of public filings will reduce transparency, and all future governance and reporting will be under the purview of Horizon Technology Finance Corporation.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with their financial advisor for any actions regarding their holdings in Monroe Capital Corporation or Horizon Technology Finance Corporation. The author is not responsible for investment decisions made based on this summary.

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