8-K

New Mountain Finance Corp (NMFC)

8-K 2025-11-03 For: 2025-11-03
View Original
Added on April 07, 2026

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): November 3, 2025

New Mountain Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware 814-00832 27-2978010
(State or other jurisdiction of<br><br>incorporation or organization) (Commission<br><br>File Number) (IRS Employer<br><br>Identification Number)

1633 Broadway, 48th Floor, New York, NY 10019

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code (212) 720-0300

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
Common stock, par value $0.01 per share NMFC NASDAQ 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 2.02. Results of Operations and Financial Condition

On November 3, 2025, New Mountain Finance Corporation (“NMFC” or the “Company”) issued a press release announcing financial results for its quarter ended September 30, 2025. The press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, (the “Securities Act”) except as expressly set forth by specific reference in such filing.

Item 7.01.    Regulation FD Disclosure

On November 3, 2025, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a fourth quarter 2025 distribution of $0.32 per share, payable on December 31, 2025 to holders of record as of December 17, 2025. Additionally, on November 3, 2025, NMFC made available on its website, http://www.newmountainfinance.com, a supplemental investor presentation with respect to the earnings release.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit<br><br>Number Description
99.1 Press Release, dated November 3, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

NEW MOUNTAIN FINANCE CORPORATION
Date: November 3, 2025 By: /s/ Eric Kane
Name: Eric Kane
Title: Corporate Secretary

Document

picture1.jpg

New Mountain Finance Corporation Announces Financial Results for the Quarter Ended September 30, 2025

Reports Third Quarter Net Investment Income of $0.32 per Share and Declares a Fourth Quarter Distribution of $0.32 per Share

NEW YORK--(BUSINESS WIRE) — November 3, 2025 -- New Mountain Finance Corporation (NASDAQ: NMFC) (“New Mountain,” “New Mountain Finance” or the “Company”) today announced its financial results for the quarter ended September 30, 2025.

Third Quarter and Recent Highlights1

•Net investment income of $33.9 million, or $0.32 per weighted average share

•Net asset value of $12.06 per share compared to $12.21 per share as of June 30, 2025

•~95% of the portfolio is rated green on our internal heatmap

•Increased senior oriented asset mix to 80%, compared to 75% as of September 30, 2024

•Utilized the full amount of the original $50 million stock repurchase plan

•Established a new stock repurchase plan authorizing the repurchase of up to $100 million worth of common shares, which reflects a doubling in capacity compared to the original stock repurchase plan

•Exploring a secondary portfolio sale of up to $500 million of assets to further NMFC's strategic initiatives around reducing PIK income, diversifying the portfolio and enhancing financial flexibility

•Declared a fourth quarter 2025 distribution of $0.32 per share, payable on December 31, 2025, to holders of record as of December 17, 2025

($ in millions, except per share data) Q3 2025 Q3 2024
Net Investment Income per Weighted Average Share $ 0.32 $ 0.33
Non-recurring Adjustments2 0.01
Net Adjusted Investment Income2 per Weighted Average Share $ 0.32 $ 0.34
Regular & Supplemental Dividends Paid per Share in Quarter $ 0.32 $ 0.34
Annualized Dividend Yield3 13.2 % 11.9 % September 30, 2025 June 30, 2025
--- --- --- --- ---
Investment Portfolio4 $ 2,957.1 $ 3,014.2
NAV per Share $ 12.06 $ 12.21
Statutory Debt/Equity5 1.26x 1.17x
Statutory Debt/Equity (Net of Available Cash)5 1.23x 1.13x

Management Comments on Third Quarter Performance

“In Q3, NMFC once again covered its dividend, despite tight credit spreads in the market generally," said Steven B. Klinsky, NMFC Chairman and New Mountain Capital CEO. “We are major shareholders personally as well as managers, and we remain committed to maintaining credit discipline and serving our fellow share owners.”

John R. Kline, NMFC CEO, added: “NMFC maintained consistent credit performance in Q3, with approximately 95% of the portfolio rated green. Looking ahead, we remain confident in NMFC’s ability to deliver consistent enhanced yield with a strong margin of safety. We continue to believe in the fundamentals of our portfolio and long-term strategy, as demonstrated by our repurchase of $27.6 million of shares in the quarter.”

picture1.jpg

Portfolio and Investment Activity4

As of September 30, 2025, the Company’s NAV1 was $1,256.6 million and its portfolio had a fair value of $2,957.1 million of investments in 127 portfolio companies, with a weighted average YTM at Cost6 of approximately 10.4%. For the three months ended September 30, 2025, the Company originated $127.3 million of investments7, offset by $177.1 million of repayments7.

Portfolio and Asset Quality

NMFC’s mandate is to primarily target businesses in the middle market that, consistent with New Mountain’s private equity platform, are high quality, defensive growth companies in industries that are well-researched by New Mountain. The Company’s focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.

Portfolio Industry Composition based on Fair Value8

Software Business Services
ERP 9.0 % Misc Services 4.2 %
Human Capital Management 5.2 % Real Estate Services 4.1 %
Finance & Accounting 4.6 % Engineering & Consulting Services 3.9 %
Governance, Risk & Compliance 4.1 % Insurance & Benefits Services 2.8 %
Ecommerce & Logistics 3.8 % Digital Transformation 2.4 %
IT Infrastructure & Security 3.7 % Utility Services 1.6 %
Integrated Payments 1.6 % Data & Information Services 1.1 %
MRO Services 0.8 %
Total Software 32.0 % Total Business Services 20.9 %
Healthcare Other Industries
Healthcare Services 11.1 % Consumer Services 7.3 %
Healthcare Software 2.9 % Education 5.9 %
Pharma Services 1.8 % Distribution & Logistics 4.6 %
Tech-Enabled Healthcare 0.8 % Financial Services 4.2 %
Healthcare Products 0.2 % Packaging 2.8 %
Other 5.5 %
Total Healthcare 16.8 % Total Other Industries 30.3 %

The Company monitors the performance and financial trends of its portfolio companies on at least a quarterly basis. The Company attempts to identify any developments within the portfolio company, the industry, or the macroeconomic environment that may alter any material element of the Company’s original investment strategy. As described more fully in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, the portfolio monitoring procedures are designed to provide a simple, yet comprehensive analysis of the Company’s portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating. The Risk Rating is expressed in categories of Green, Yellow, Orange and Red with Green reflecting an investment that is in-line with or above expectations and Red reflecting an investment performing materially below expectations.

picture1.jpg

The following table shows the Risk Rating of the Company’s portfolio companies as of September 30, 2025:

(in millions) As of September 30, 2025
Risk Rating Cost Percent Fair Value Percent Weighted Average Mark
Green9 $ 2,843.0 92.0 % $ 2,796.6 94.5 % 98.6 %
Yellow4 83.9 2.7 % 55.1 1.9 % 65.6 %
Orange 143.6 4.6 % 91.7 3.1 % 71.7 %
Red 21.8 0.7 % 13.7 0.5 % 62.6 %
Total $ 3,092.3 100.0 % $ 2,957.1 100.0 %

As of September 30, 2025, nearly all investments in the Company’s portfolio had a Green Risk Rating, with the exception of five portfolio companies that had a Yellow Risk Rating, nine portfolio companies that had an Orange Risk Rating and one portfolio company that had a Red Risk Rating.

The following table shows the Company’s investment portfolio composition as of September 30, 2025:

(in millions)
Investment Portfolio Composition September 30, 2025 Percent of Total
First Lien $ 1,989.3 67.3 %
Senior Loan Funds (SLP III & SLP IV) & NMNLC 387.3 13.1 %
Second Lien4 111.6 3.8 %
Subordinated 111.0 3.8 %
Preferred Equity 229.0 7.7 %
Common Equity and Other10 128.9 4.3 %
Total $ 2,957.1 100.0 %

Liquidity and Capital Resources

As of September 30, 2025, the Company had cash and cash equivalents of $63.7 million and total statutory debt outstanding of $1,588.9 million5. The Company's statutory debt to equity was 1.26x (or 1.23x net of available cash) as of September 30, 2025. Additionally, the Company had $196.2 million of SBA-guaranteed debentures outstanding as of September 30, 2025. As of September 30, 2025, the Company had $1,018.0 million of available capacity on its Holdings Credit Facility, NMFC Credit Facility and Unsecured Management Company Revolver. Subsequent to quarter-end, the Company repaid the 2022 Convertible Notes at maturity.

Third Quarter 2025 Conference Call

New Mountain Finance Corporation will host an earnings conference call and webcast at 10:00 am Eastern Time on Tuesday, November 4, 2025. To participate in the live earning conference call, please use the following dial-in numbers or visit the audio webcast link. To avoid any delays, please join at least fifteen minutes prior to the start of the call.

•United States: +1 (877) 443-9109

•International: +1 (412) 317-1082

•Live Audio Webcast

A replay of the conference call can be accessed one hour after the end of the conference call through February 4, 2026. The full webcast replay will be available through November 4, 2026. To access the earnings webcast replay please visit the New Mountain Investor Relations website.

•United States: +1 (877) 344-7529

•International: +1 (412) 317-0088

•Access Code: 1651694

picture1.jpg

For additional details related to the quarter ended September 30, 2025, please refer to the New Mountain Finance Corporation Quarterly Report on Form 10-Q filed with the SEC and the supplemental investor presentation which can be found on the Company's website at http://www.newmountainfinance.com.

(1)Excludes non-controlling interest in New Mountain Net Lease Corporation (“NMNLC”).

(2)Adjusted net investment income for Q3 2024 includes $1.2 million of net accelerated deferred financing costs related to the termination of the DB Credit Facility and a corresponding incentive fee adjustment.

(3)Dividend yield calculation uses the closing stock price of $9.67 on October 31, 2025 and $11.44 on October 28, 2024 and includes regular dividends for Q3 2025 and regular and supplemental dividends for Q3 2024.

(4)Includes collateral for securities purchased under collateralized agreements to resell.

(5)Excludes the Company’s United States Small Business Administration (“SBA”) guaranteed debentures.

(6)References to “YTM at Cost” assume the accruing investments, including secured collateralized agreements, in the Company's portfolio as of a certain date, the ‘‘Portfolio Date’’, are purchased at cost on that date and held until their respective maturities with no prepayments or losses and are exited at par at maturity. This calculation excludes the impact of existing leverage. YTM at Cost uses the Sterling Overnight Interbank Average Rate ("SONIA”), Euro Interbank Offered Rate ("EURIBOR") and Secured Overnight Financing Rate (“SOFR”) curves at each quarter’s respective end date. The actual yield to maturity may be higher or lower due to the future selection of SONIA, EURIBOR and SOFR contracts by the individual companies in the Company’s portfolio or other factors.

(7)Originations exclude payment-in-kind (“PIK”); originations, repayments, and sales exclude revolvers, unfunded commitments, bridges, return of capital, and realized gains / losses.

(8)Excludes NMFC Senior Loan Program III LLC ("SLP III"), NMFC Senior Loan Program IV LLC ("SLP IV") and NMNLC.

(9)Includes investments held in NMNLC.

(10)Includes investments classified as structured finance obligations.

picture1.jpg

New Mountain Finance Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

(unaudited)

September 30, 2025 December 31, 2024
Assets
Investments at fair value
Non-controlled/non-affiliated investments (cost of $2,224,517 and $2,298,083, respectively) $ 2,173,373 $ 2,277,352
Non-controlled/affiliated investments (cost of $129,720 and $124,254, respectively) 94,686 112,776
Controlled investments (cost of $708,084 and $679,587, respectively) 675,560 700,896
Total investments at fair value (cost of $3,062,321 and $3,101,924, respectively) 2,943,619 3,091,024
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively) 13,500 13,500
Cash and cash equivalents 63,684 80,320
Interest and dividend receivable 44,169 42,379
Derivative asset at fair value 5,834
Receivable from affiliates 334 213
Other assets 17,769 19,265
Total assets $ 3,088,909 $ 3,246,701
Liabilities
Borrowings
Unsecured Notes $ 990,999 $ 978,503
Holdings Credit Facility 308,063 294,363
2022 Convertible Notes 258,782 260,091
SBA-guaranteed debentures 196,205 300,000
NMFC Credit Facility 31,032 27,944
Deferred financing costs (net of accumulated amortization of $48,017 and $63,971, respectively) (19,698) (24,191)
Net borrowings 1,765,383 1,836,710
Interest payable 18,072 17,109
Payable to broker 13,460 3,230
Payable for unsettled securities purchased 10,412
Management fee payable 9,619 10,467
Incentive fee payable 2,801 8,625
Deferred tax liability 1,478 1,410
Derivative liability at fair value 821 7,423
Other liabilities 4,197 2,436
Total liabilities 1,826,243 1,887,410
Commitments and contingencies
Net assets
Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued
Common stock, par value $0.01 per share, 200,000,000 shares authorized, 107,851,929 and 107,851,415 shares issued, respectively, and 104,189,336 and 107,851,415 shares outstanding, respectively 1,079 1,079
Paid in capital in excess of par 1,365,849 1,365,852
Treasury stock at cost, 3,662,593 and 0 shares held, respectively (37,253)
Accumulated undistributed earnings (73,049) (13,592)
Total net assets of New Mountain Finance Corporation $ 1,256,626 $ 1,353,339
Non-controlling interest in New Mountain Net Lease Corporation 6,040 5,952
Total net assets $ 1,262,666 $ 1,359,291
Total liabilities and net assets $ 3,088,909 $ 3,246,701
Number of shares outstanding 104,189,336 107,851,415
Net asset value per share of New Mountain Finance Corporation $ 12.06 $ 12.55

picture1.jpg

New Mountain Finance Corporation

Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Investment income
From non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind ("PIK") interest income) $ 49,811 $ 61,788 $ 155,508 $ 175,608
PIK interest income 2,968 4,340 8,812 13,460
Dividend income 179 185 1,242 2,762
Non-cash dividend income 4,026 5,077 12,432 14,558
Other income 1,436 1,454 3,640 6,345
From non-controlled/affiliated investments:
Interest income (excluding PIK interest income) 322 349 989 1,093
PIK interest income 1,132 971 3,176 2,680
Non-cash dividend income 304 1,593 2,279 4,211
Other income 63 63 188 188
From controlled investments:
Interest income (excluding PIK interest income) 1,665 1,651 5,172 4,395
PIK interest income 3,505 3,739 10,093 11,595
Dividend income 11,818 11,789 36,199 36,812
Non-cash dividend income 2,925 1,649 7,374 4,715
Other income 375 679 2,578 2,049
Total investment income 80,529 95,327 249,682 280,471
Expenses
Interest and other financing expenses 31,720 37,661 94,232 101,790
Management fee 9,619 11,700 29,611 34,048
Incentive fee 7,345 8,821 23,563 27,760
Professional fees 924 1,019 3,413 3,213
Administrative expenses 916 1,059 3,204 3,135
Other general and administrative expenses 478 531 1,325 1,523
Total expenses 51,002 60,791 155,348 171,469
Less: management and incentive fees waived (4,544) (970) (8,952) (2,732)
Net expenses 46,458 59,821 146,396 168,737
Net investment income before income taxes 34,071 35,506 103,286 111,734
Income tax expense 29 118 18 353
Net investment income 34,042 35,388 103,268 111,381
Net realized (losses) gains:
Non-controlled/non-affiliated investments 8 (75) 12,324 (46,899)
Controlled investments 1 (456) 38,899 3,375
Foreign currency (1,455) (1,455)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (8,977) 419 (33,783) 56,474
Non-controlled/affiliated investments (9,736) (7,853) (23,555) (34,396)
Controlled investments (2,851) (4,260) (53,833) (243)
Securities purchased under collateralized agreements to resell (3,000)
New Mountain Net Lease Corporation 1,533 1,533
Foreign currency (120) 1,690 482 1,796
Provision for taxes (25) (1,037) (68) (1,804)
Net realized and unrealized losses (21,700) (11,494) (59,534) (24,619)
Net increase in net assets resulting from operations 12,342 23,894 43,734 86,762

picture1.jpg

Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation (153) (5) (358) (994)
Net increase in net assets resulting from operations related to New Mountain Finance Corporation $ 12,189 $ 23,889 $ 43,376 $ 85,768
Basic earnings per share $ 0.11 $ 0.22 $ 0.40 $ 0.81
Weighted average shares of common stock outstanding - basic 106,016,542 107,851,415 107,199,318 106,140,789
Diluted earnings per share $ 0.11 $ 0.22 $ 0.40 $ 0.78
Weighted average shares of common stock outstanding - diluted 125,036,696 126,779,819 126,201,036 125,000,872
Distributions declared and paid per share $ 0.32 $ 0.34 $ 0.96 $ 1.04

picture1.jpg

ABOUT NEW MOUNTAIN FINANCE CORPORATION

New Mountain Finance Corporation (NASDAQ: NMFC) is focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital, a global investment firm with approximately $60 billion of assets under management.

ABOUT NEW MOUNTAIN CAPITAL

New Mountain Capital ("NMC") is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease investment strategies with approximately $60 billion in assets under management. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit http://www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS

Statements included herein may contain “forward-looking statements”, which relate to our future operations, future performance or our financial condition. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including changes in base interest rates and significant volatility on our business, portfolio companies, our industry and the global economy. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. New Mountain Finance Corporation undertakes no obligation to publicly update or revise any forward-looking statements made herein, except as may be required by law. All forward-looking statements speak only as of the time of this press release.

CONTACT

New Mountain Finance Corporation Investor Relations

Laura C. Holson, Authorized Representative

NMFCIR@newmountaincapital.com

(212) 220-3505

8