UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 5, 2026
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 814-00832 | 27-2978010 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
| 1633 Broadway, 48th Floor, | |
| New York, New York | 10019 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 720-0300
None
(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 (see General Instruction A.2. below):
| ¨ | 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 | ||
| Global Select Market | ||||
| 8.250% Notes due 2028 | NMFCZ | 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. ☐
| Item 8.01 | Other Events. |
On June 5, 2026, New Mountain Finance Corporation (the “Company”) priced its private offering of (a) $40,000,000 aggregate principal amount of 7.28% Series 2026A Senior Fixed Rate Notes, Tranche A, due 2028 (the “Tranche A Notes”), (b) $35,000,000 aggregate principal amount of 7.76% Series 2026A Senior Fixed Rate Notes, Tranche B, due 2031 (the “Tranche B Notes”), and (c) $75,000,000 aggregate principal amount of Series 2026A Senior Floating Rate Notes, Tranche C, due 2031 (the “Tranche C Notes,” and together with the Tranche A Notes and the Tranche B Notes, the “Notes”). The offering is expected to close on or around June 18, 2026 subject to customary closing conditions and each tranche of the Notes is expected to be issued on or before October 1, 2026. The Company intends to use the net proceeds for general corporate purposes, including to make investments and repay existing indebtedness.
The Notes are being offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The information on this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
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.
| New Mountain Finance Corporation | |
| By: | /s/ Eric Kane |
| Name: | Eric Kane |
| Title: | Corporate Secretary |
Date: June 5, 2026