SPMC 8-K
Sound Point Meridian Capital, Inc. (SPMC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement.
On August 3, 2026, Sound Point Meridian Capital, Inc. (the “Company”) entered into a Management Fee Waiver Agreement (the “Fee Waiver Agreement”) with Sound Point Meridian Management Company, LLC, the Company’s investment adviser (the “Adviser”), in connection with the Investment Advisory Agreement between the Company and the Adviser, dated May 9, 2024 (the “Advisory Agreement”). Pursuant to the Fee Waiver Agreement, for the period from July 1, 2026 through December 31, 2026 (the “Waiver Period”), the Adviser has agreed to temporarily waive a portion of the base management fee and the incentive fee otherwise payable by the Company under the Advisory Agreement, as follows: (i) the base management fee will be calculated at an annual rate of 1.50% of the Company’s Total Equity Base, rather than the 1.75% rate provided under the Advisory Agreement; and (ii) the incentive fee catch-up range will be narrowed from 2.00% to 2.35% (rather than 2.00% to 2.50%) of Pre-Incentive Fee Net Investment Income, with the Adviser’s share of Pre-Incentive Fee Net Investment Income above the catch-up range reduced to 15% (rather than 20%). The Adviser may not seek reimbursement from the Company for any amounts waived under the Fee Waiver Agreement. The Fee Waiver Agreement does not otherwise amend the calculation of the base management fee or the incentive fee under the Advisory Agreement, and, other than as expressly provided in the Fee Waiver Agreement, the terms of the Advisory Agreement remain in full force and effect. Following the expiration of the Waiver Period, the base management fee and incentive fee will again be calculated and payable in accordance with the Advisory Agreement.
The foregoing description of the Fee Waiver Agreement is not complete and is qualified in its entirety by reference to the full text of the Fee Waiver Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 – Other Events.
On August 12, 2026, the Company issued a press release announcing the declaration of both common and preferred distributions for the third fiscal quarter 2027, financial results for the first fiscal quarter ended June 30, 2026, and certain additional activity through July 31, 2026. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Management’s unaudited estimate of the range of the net asset value per share of Sound Point Meridian Capital, Inc.’s (the “Company”) common stock as of July 31, 2026, was between $9.56 and $9.66.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Management Fee Waiver Agreement, dated August 3, 2026 | |
| 99.1 | Press Release, dated August 12, 2026 |
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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 thereunto duly authorized.
| Sound Point Meridian Capital, Inc. | ||
| Date: August 12, 2026 | By: | /s/ Ujjaval Desai |
| Name: | Ujjaval Desai | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SOUND POINT MERIDIAN CAPITAL, INC.
MANAGEMENT FEE WAIVER AGREEMENT
August 3, 2026
Sound Point Meridian Capital, Inc.
375 Park Avenue, 34th Floor
New York, NY 10152
San Francisco, CA 94104
Dear Ladies and Gentlemen:
This letter (the “Agreement”) will confirm the agreement between Sound Point Meridian Capital, Inc. (the “Company”) and Sound Point Meridian Management Company, LLC (the “Adviser”), as follows:
| 1. | The Company is a non-diversified closed-end management investment company that has registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”). |
| 2. | Pursuant to an Investment Advisory Agreement between the Company and the Adviser (the “Advisory Agreement”) dated May 9, 2024, the Company has appointed the Adviser to act as investment adviser to the Company for the period and on the terms set forth in the Advisory Agreement. Pursuant to the Advisory Agreement, the Company has agreed to pay to the Adviser a fee consisting of two components: a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”). |
Under the terms of the Advisory Agreement, the Base Management Fee is calculated and payable quarterly in arrears at an annual rate equal to 1.75% of the Company’s Total Equity Base. “Total Equity Base” means the net asset value attributable to the Common Stock (prior to the application of the Base Management Fee or Incentive Fee) and the paid-in or stated capital of the preferred interests in the Company (howsoever called) (“Preferred Interests”), if any. The Base Management Fee is calculated based on the Total Equity Base at the end of the most recently completed calendar quarter and, with respect to any Common Stock or Preferred Interests issued or repurchased during such quarter, is adjusted to reflect the number of days during such quarter that such Common Stock and/or Preferred Interests, if any, was outstanding. In addition, the Base Management Fee for any partial quarter is appropriately pro-rated (based on the number of days actually elapsed at the end of such partial quarter relative to the total number of days in such calendar quarter).
Under the terms of the Advisory Agreement, the Incentive Fee is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” (as defined below) for the immediately preceding calendar quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from an investment) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement (if in effect) and any interest expense and/or dividends paid on any issued and outstanding debt or Preferred Interests, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized or unrealized capital gains or realized or unrealized losses.
Pursuant to the Advisory Agreement, Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 2.00% per quarter. The Company pays the Adviser an Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.50% in any calendar quarter; and (3) 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter.
The portion of such Incentive Fee that is attributable to deferred interest (such as payment-in-kind interest or original issue discount) is paid to the Adviser, without interest, only if and to the extent the Company actually receives such deferred interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual.
| 3. | Pursuant to this Agreement, the Adviser will temporarily waive fees payable to the Adviser (the “Fee Waiver”) under the Advisory Agreement for the period beginning July 1, 2026 through December 31, 2026, as follows: |
| (i) | Base Management Fee Waiver: The Adviser will waive a portion of the Base Management Fee payable under the Advisory Agreement such that the Base Management Fee shall be an annual rate equal to 1.50% of the Company’s Total Equity Base. |
| (ii) | Incentive Fee Waiver: The Adviser will waive a portion of the Incentive Fee payable under the Advisory Agreement such that the Incentive Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter shall be as follows: (1) no Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed 2.00%; (2) 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate of 2.00% but is less than 2.35% in any calendar quarter; and (3) 15% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.35% in any calendar quarter. |
| 4. | The Adviser may not seek reimbursement from the Company with respect to the Base Management Fee Waiver and the Incentive Fee Waiver. |
| 5. | This Agreement shall become effective as of July 1, 2026 and continue through December 31, 2026, subject to the term and termination date of the waiver set forth in section 3 hereto, unless otherwise agreed to in writing by the parties. |
| 6. | Nothing herein contained shall be deemed to require the Company to take any action contrary to the Company’s Certificate of Incorporation or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Company’s Board of Directors of its responsibility for and control of the conduct of the affairs of the Company. |
| 7. | Any question of interpretation of any term or provision of this Agreement, including but not limited to the Base Management Fee; the computations of the Company’s net assets; and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to the Advisory Agreement or the 1940 Act. |
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| 8. | If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected thereby. |
| 9. | This Agreement constitutes the entire agreement between the Company and the Adviser with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both the Company and the Adviser. |
[The remainder of the page has been intentionally left blank. The signature page follows.]
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If the foregoing correctly sets forth the agreement between the Company and the Adviser, please so indicate by signing and returning to the Company the enclosed copy hereof.
| Very truly yours, | ||
| SOUND POINT MERIDIAN MANAGEMENT COMPANY, LLC | ||
| By: | /s/ Daniel Fabian | |
| Name: | Daniel Fabian | |
| Title: | Chief Financial Officer | |
| ACCEPTED: | ||
| SOUND POINT MERIDIAN CAPITAL, INC. | ||
| By: | /s/ Daniel Fabian | |
| Name: | Daniel Fabian | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Sound
Point Meridian Capital, Inc. Announces Third Fiscal Quarter 2027 Common and
Preferred Distributions and Results for the First Fiscal
Quarter Ended June 30, 2026
NEW YORK – August 12, 2026 – Sound Point Meridian Capital, Inc. (NYSE: SPMC, SPMA, SPME), a closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended (the “Company”), today announced the declaration of distributions on shares of the Company’s common and preferred stock for the third fiscal quarter 2027 (fourth calendar quarter of 2026), results for the first fiscal quarter ended June 30, 2026 and additional activity through July 31, 2026.
The Company is declaring a monthly distribution of $0.13 per share on its common stock to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026.
The distributions will be payable according to the following schedule:
| Record Date | Payable Date | Amount per common share |
| October 15, 2026 | October 30, 2026 | $0.13 |
| November 13, 2026 | November 30, 2026 | $0.13 |
| December 15, 2026 | December 31, 2026 | $0.13 |
Distributions on common stock are generally paid from net investment income (regular interest and dividends) and may also include capital gains and/or a return of capital. The specific tax characteristics of the distributions will be reported to the Company’s stockholders on Form 1099 after the end of the 2026 calendar year.
The Company is also declaring a monthly distribution of $0.16667 on shares of the Company’s 8.00% Series A Term Preferred Stock due 2029 (the “Series A Term Preferred Stock”) to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026.
The distributions will be payable according to the following schedule:
| Record Date | Payable Date | Amount per preferred share |
| October 15, 2026 | October 30, 2026 | $0.16667 |
| November 13, 2026 | November 30, 2026 | $0.16667 |
| December 15, 2026 | December 31, 2026 | $0.16667 |
The distributions on the Series A Term Preferred Stock reflect an annual distribution rate of 8.00% of the $25.00 liquidation preference per share.
The Company is also pleased to announce the declaration of distributions on shares of the Company’s 7.875% Series B Term Preferred Stock due 2030 (the “Series B Term Preferred Stock”) as follows:
| Record Date | Payable Date | Amount per preferred share |
| October 15, 2026 | October 30, 2026 | $0.1640625 |
| November 13, 2026 | November 30, 2026 | $0.1640625 |
| December 15, 2026 | December 31, 2026 | $0.1640625 |
The distributions on the Series B Term Preferred Stock reflect an annual distribution rate of 7.875% of the $25.00 liquidation preference per share.
FIRST FISCAL QUARTER ENDED JUNE 30, 2026 RESULTS
| ● | Net asset value per share of common stock was $9.88 as of June 30, 2026. |
| ● | Net investment income (“NII”) was $5.1 million, or $0.24 per share of common stock, comprised of $12.4 million of investment income, or $0.59 per share of common stock and $7.4 million of expenses, or $0.35 per share of common stock. |
| ● | Realized loss on investments was $12.8 million, or ($0.60) per share of common stock. |
| ● | Unrealized gain on investments was $25.2 million, or $1.19 per share of common stock. |
| ● | GAAP net income was $17.5 million, or $0.83 per share of common stock. |
| ● | As of June 30, 2026, the weighted average effective yield of the Company’s CLO equity portfolio, based on amortized cost, was 9.8%.1 |
| ● | As of June 30, 2026, on a look-through basis, and based on the most recent trustee reports received by such date: |
| ○ | The Company, through its CLO investments, had indirect exposure to approximately 1,587 unique underlying loans. |
| ○ | The largest look-through obligor represented 0.6% of the loans underlying the Company’s CLO debt and equity portfolio. |
| ○ | The top ten largest look-through obligors together represented 4.3% of the loans underlying the Company’s CLO debt and equity portfolio. |
SECOND FISCAL QUARTER PORTFOLIO ACTIVITY AND OTHER UPDATES
| ● | Management’s unaudited and estimated range of the net asset value per share of the Company’s common stock as of July 31, 2026, was between $9.56 and $9.66. |
| ● | Received $16.1 million cash distributions from the Company’s investment portfolio.2 |
| ● | Declared a monthly distribution of $0.13 per share on the Company’s common stock to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| ● | Declared a monthly distribution of $0.16667 on shares of the Company’s 8.00% Series A Term Preferred Stock due 2029 to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| ● | Declared a monthly distribution of $0.1640625 on shares of the Company’s 7.875% Series B Term Preferred Stock due 2030 to be paid on each of October 30, 2026, November 30, 2026, and December 31, 2026. |
| ● | Entered into a Management Fee Waiver Agreement with the Company’s investment adviser, effective for the period from July 1, 2026 through December 31, 2026, pursuant to which the Adviser has agreed to temporarily waive a portion of the base management fee and incentive fee otherwise payable under the Advisory Agreement. During this period, the fee waiver will reduce the annual base management fee from 1.75% to 1.50% and the annual incentive fee from 20% to 15% of pre-incentive net investment income.3 |
| 1 | Weighted average effective yield is based on investments’ amortized cost and expected future cash flows as of the applicable period end. |
| 2 | “Cash distributions” refers to the quarterly distributions received by the company from its CLO equity investments. |
| 3 | For additional details, see the Management Fee Waiver Agreement, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 12, 2026. |
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CONFERENCE CALL
The Company will host a conference call at 11:00 a.m. (Eastern Time) today to discuss these results. All interested parties are welcome to participate in the conference call via the below:
| Date/Time: | Wednesday, August 12, 2026 – 11:00 a.m. ET |
| Participant Dial-In Numbers: | |
| (North America Toll-Free): | (833) 461-5787 |
| (International Toll): | (585) 542-9983 |
To access the call, please dial-in approximately five minutes before the start time and, if asked, provide the operator with Conference ID 480 045 023.
An accompanying slide presentation is available in pdf format via the “Events and Presentations” section of the Company’s website (https://www.soundpointmeridiancap.com/).
The call will also be simultaneously webcast over the internet via the “Events and Presentations” section of the Company’s website (https://www.soundpointmeridiancap.com/). Please go to the “Events and Presentations” section of the Company’s website at least 15 minutes prior to the call to register for the call and download and install any necessary audio software.
About the Company
The Company is an externally managed, non-diversified closed-end management investment company. The Company’s investment objective is to generate high current income, with a secondary objective to generate capital appreciation, by investing primarily in third-party collateralized loan obligation (“CLO”) equity and mezzanine tranches of predominately U.S. dollar-denominated CLOs backed by corporate leveraged loans issued primarily to U.S. obligors. The Company is externally managed and advised by Sound Point Meridian Management Company, LLC, a Delaware limited liability company. For additional information, visit https://www.soundpointmeridiancap.com.
FORWARD-LOOKING STATEMENTS
This press release 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 press release 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 in the Company’s 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 press release.
Investor Relations:
Julie Smith – Sound Point Capital
(833) 217-6665
www.soundpointmeridiancap.com
Source: Sound Point Meridian Capital, Inc.
NOT FDIC INSURED ● NO BANK GUARANTEE ● MAY LOSE VALUE
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