NMFC New Mountain Finance Corp - 8-K

Item 1.01.

Entry into a Material Definitive Agreement..

On
March 12, 2026, New Mountain Finance Corporation (the “Company”) entered into the Fifteenth Amendment and Waiver
to Loan and Security Agreement (the “Fifteenth Amendment”), which amended the Third Amended and Restated Loan and Security
Agreement, dated as of October 24, 2017 (together with the exhibits and schedules thereto, the “Loan and Security Agreement”),
by and among New Mountain Finance Holdings, L.L.C., as borrower, the Company, as collateral manager, Wells Fargo Bank, National Association
(“Wells Fargo”), as administrative agent, and a lender, the lenders party thereto from time to time, and Wells Fargo, as
collateral custodian. Unless otherwise indicated, the terms used below have the meanings ascribed in the Loan and Security Agreement.

The Fifteenth
Amendment amended the Loan and Security Agreement to, among other things, (i) extend the Revolving Period End
Date from March 2028 to March 2029; (ii) extend the Facility Maturity Date from March 2030 to March 2031; and
(iii) reduce the Applicable Spread used to determine the per annum interest rate applicable to 1.85% from 1.95%.

The description above is qualified in its entirety
by reference to the copy of the Fifteenth Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ending March 31, 2026.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On
March 10, 2026, the Company completed its previously announced sale of approximately $468.0 million, as
adjusted for partial paydowns post February 21, 2026, of assets held by the Company and its wholly-owned subsidiary, New Mountain
Finance Holdings, L.L.C., at 94% of the fair value of such assets as of December 31, 2025 (the “Asset Sale”). The
Asset Sale was completed pursuant to a definitive agreement, dated February 21, 2026, by and between the Company, as seller, and
Eagle Credit CV, L.P., Eagle Credit Holdings SPV, L.P. and Eagle Credit Sub Blocker L.P. as purchasers (the
“Purchaser”), pursuant to which the Purchaser acquired full or partial investments in fifteen of the
Company’s portfolio companies.

The unaudited pro forma consolidated
financial statements of the Company as of December 31, 2025, after giving effect to the Asset Sale (the “Pro Forma Financial Statements”),
are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated into this Item 2.01 by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is
incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(b) Pro Forma Financial Information.

The Pro Forma Financial Statements
are attached to this Current Report on Form 8-K as Exhibit 99.1 and are incorporated into this Item 9.01(b) by reference. The Pro Forma
Financial Statements are presented for informational purposes only. The Pro Forma Financial Statements are not necessarily indicative
of what the Company’s financial position or results of operations actually would have been had the Asset Sale been consummated as
of the date indicated therein. In addition, the Pro Forma Financial Statements do not purport to project the impact of the Asset Sale
on the Company’s future financial position or operating results.

(d) Exhibits.

Exhibit No.

Description

99.1

Unaudited Pro Forma Consolidated Financial Statements of New Mountain Finance Corporation.

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