8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 13, 2024

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Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

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(312) 258-8300

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

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. o

ITEM 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm

On March 13, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Monroe Capital Corporation (the “Company”) dismissed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm.

RSM served as the Company’s independent registered public accounting firm since the Company’s inception. The audit reports of RSM on the Company’s financial statements as of and for the fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2022 and 2023 and through March 13, 2024, there were no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of such disagreements in connection with its reports, nor were there any “reportable events”, as such term is described in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company provided RSM with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that RSM provide the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of RSM’s letter, dated March 13, 2024, is attached as Exhibit 16.1 to this Form 8-K.

(b) Appointment of new independent registered public accounting firm

On March 13, 2024, the Audit Committee approved the appointment of KPMG LLP (“KPMG”) to serve as the Company’s independent registered accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2024.

During the two most recent fiscal years and through March 13, 2024, the date of the appointment of KPMG, neither the Company nor any person on its behalf has consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange Act.

ITEM 9.01. Financial Statements and Exhibits.

(d)Exhibits:

SIGNATURES

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.

Document

[Letterhead of RSM US LLP]

Exhibit 16.1

March 13, 2024

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Monroe Capital Corporation’s statements included under Item 4.01(a) of its Form 8-K filed on March 13, 2024 and we agree with such statements concerning our firm.

/s/ RSM US LLP