HRZN

Business Context and Reporting Period

This Form 8-K, dated March 6, 2026, reports on Horizon Technology Finance Corporation (HRZN) and its proposed merger with Monroe Capital Corporation (MRCC). The filing serves as a supplemental disclosure to the Joint Proxy Statement following the filing of putative class action complaints on January 30, 2026, alleging misleading disclosures regarding the transaction. HRZN has voluntarily revised the proxy statement to address these allegations without admitting liability. A special meeting of HRZN stockholders is scheduled for March 13, 2026, to vote on the merger.

Key Financial Metrics and Projections

The filing does not contain historical revenue, profit, or cash flow data for the current period. Instead, it provides unaudited prospective financial information prepared as of June 30, 2025, for internal use and financial advisor analysis. These projections are not GAAP-compliant and are not intended to predict actual results.

Pro forma projections for the combined entity show estimated Net Investment Income Per Share increasing from $1.05 in 2026 to $1.24 in 2030, while the dividend remains constant at $1.00 per share through 2030. Estimated Net Asset Value Per Share for the combined company is projected to grow from $6.55 in 2026 to $7.89 in 2030.

Material Changes and Events

• Merger Agreement: HRZN and MRCC entered into a Merger Agreement on August 7, 2025, contingent upon an asset sale by MRCC to Monroe Capital Income Plus Corporation (MCIP).
• Litigation: Three complaints were filed in Delaware and New York alleging the Joint Proxy Statement contains materially misleading and incomplete disclosures. Plaintiffs seek supplemental disclosures and an injunction against the merger.
• Supplemental Disclosures: HRZN has added disclosures regarding prospective financial information and updated conflict of interest details concerning Oppenheimer, the financial advisor to the HRZN Special Committee.
• Board Recommendation: The HRZN Board, including all independent directors, unanimously recommends stockholders vote "FOR" the merger and director election proposals.

Guidance, Risks, and Contingencies

Guidance and Outlook: The company explicitly states it does not make public long-term projections as a matter of course. The provided forecasts are based on assumptions as of June 30, 2025, and will not be updated to reflect future events or changes in assumptions. The filing emphasizes that actual results could vary significantly from these projections.

Risks and Contingencies:

• Transaction Completion: Risks include failure to satisfy closing conditions, inability to obtain shareholder approval, or regulatory prohibitions.
• Financial Uncertainty: Prospective financial information is not audited and relies on numerous assumptions regarding industry performance, economic conditions, and cost savings that may not be realized.
• Legal Costs: Shareholder litigation may result in significant defense costs and liability.
• Market Conditions: Risks include changes in interest rates, inflation, geopolitical conflicts, and disruptions in the business development company sector.

Investor Verification Checklist

• Verify the final vote count and outcome of the Special Meeting scheduled for March 13, 2026.
• Review the full Joint Proxy Statement and the Registration Statement on Form N-14 for complete details on the merger terms and financial advisor opinions.
• Monitor the status of the putative class action lawsuits in Delaware and New York to determine if they result in an injunction or settlement.
• Confirm the actual closing of the Asset Sale between MRCC and MCIP, which is a condition precedent to the merger.
• Assess the validity of the unaudited prospective financial information against actual post-closing performance once available.