New Mountain Finance Corporation

11/02/2026 | Press release | Distributed by Public on 11/02/2026 15:53

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in management's discussion and analysis of financial condition and results of operations relates to New Mountain Finance Corporation, including its wholly-owned direct and indirect subsidiaries (collectively, "we", "us", "our", "NMFC" or the "Company").
Forward-Looking Statements
The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this report. Some of the statements in this report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition. The forward-looking statements contained in this section involve a number of risks and uncertainties, including:
•statements concerning the impact of a protracted decline in the liquidity of credit markets;
•the general economy, including fluctuating interest and inflation rates, on the industries in which we invest;
•the uncertainty associated with the imposition of tariffs and/or trade barriers and changes in trade policy and its impact on our portfolio companies and the global economy;
•the impact of interest rate volatility on our business and our portfolio companies;
•our future operating results, our business prospects, the adequacy of our cash resources and working capital;
•the ability of our portfolio companies to achieve their objectives;
•our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;
•the ability of New Mountain Finance Advisers, L.L.C. (the "Investment Adviser"), formerly known as New Mountain Finance Advisers BDC, L.L.C., or its affiliates to attract and retain highly talented professionals;
•actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital"), whose ultimate owners include Steven B. Klinsky, other current and former New Mountain Capital professionals and related vehicles and a minority investor; and
•the risk factors set forth in Item 1A.-Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q.
Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Item 1A.-Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements included in this report on information available to us on the date of this report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview
We are a Delaware corporation that was originally incorporated on June 29, 2010 and completed our initial public offering ("IPO") on May 19, 2011. We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have elected to be treated, and intend to comply with the requirements to continue to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Since our IPO, and through September 30, 2026, we have raised approximately $1,034.6 million in net proceeds from additional offerings of our common stock.
The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with approximately $60 billion of assets under management and a track record of investing in the middle market. New Mountain Capital focuses on investing in defensive growth companies across its private equity, credit and net
lease investment strategies. The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services. The Investment Adviser also manages other funds that may have investment mandates that are similar, in whole or in part, to ours. New Mountain Finance Administration, L.L.C. (the "Administrator"), a wholly-owned subsidiary of New Mountain Capital, provides the administrative services necessary to conduct our day-to-day operations.
We have established the following wholly-owned direct and indirect subsidiaries:
•New Mountain Finance Holdings, L.L.C. ("NMF Holdings"), whose assets are used to secure NMF Holdings' credit facility;
•New Mountain Finance SBIC, L.P. ("SBIC I"), New Mountain Finance SBIC II, L.P. ("SBIC II") and New Mountain Finance SBIC III, L.P. ("SBIC III"), who have received licenses from the U.S. Small Business Administration ("SBA") to operate as small business investment companies ("SBICs") under Section 301(c) of the Small Business Investment Act of 1958, as amended (the "SBIC Act"), and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP"), New Mountain Finance SBIC II G.P., L.L.C. ("SBIC II GP") and New Mountain Finance SBIC III G.P., L.L.C. ("SBIC III GP"), respectively;
•NMF QID NGL Holdings, Inc. ("NMF QID"), NMF YP Holdings, Inc. ("NMF YP"), NMF Permian Holdings, LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB") and NMF Pioneer, Inc. ("NMF Pioneer"), which are treated as corporations for U.S. federal income tax purposes and are intended to facilitate our compliance with the requirements to be treated as a RIC under the Code by holding equity or equity related investments in portfolio companies organized as limited liability companies (or other forms of pass-through entities); we consolidate these corporations for accounting purposes but the corporations are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of the portfolio companies; and
•New Mountain Finance Servicing, L.L.C. ("NMF Servicing"), which serves as the administrative agent on certain investment transactions.
New Mountain Net Lease Corporation ("NMNLC") is a majority-owned consolidated subsidiary of ours, which acquires commercial real estate properties that are subject to "triple net" leases and has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a real estate investment trust, or REIT, within the meaning of Section 856(a) of the Code.
We are a leading BDC 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.
Senior secured loans may include traditional first lien loans or unitranche loans. We invest a significant portion of our portfolio in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt. Certain unitranche loan investments may include "last-out" positions, which generally heighten the risk of loss. In some cases, our investments may also include equity interests.
We primarily invest in senior secured debt of U.S. sponsor-backed, middle market companies. We define middle market companies as those with annual earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $10 million to $200 million. Our 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.
Similar to us, the investment objective of each of SBIC I, SBIC II and SBIC III is to generate current income and capital appreciation under the investment criteria we use. However, investments made by SBIC I, SBIC II and SBIC III must be in SBA eligible small businesses.
Our portfolio may be concentrated in a limited number of industries. As of September 30, 2026, our top five industry concentrations were business services, software, healthcare, investment funds (which includes our investments in our joint ventures) and consumer services.
As of September 30, 2026, our net asset value was approximately $1,008.0 million and our portfolio had a fair value, as determined in good faith by the board of directors, of approximately $2,260.0 million in 109 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 12.0% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 10.3%. The YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. The YTM at Cost for Investments calculation assumes that all investments, including a claim related to a
secured collateralized agreement, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use Sterling Overnight Index Average Rate ("SONIA"), Secured Overnight Financing Rate ("SOFR") and Euro Interbank Offered Rate ("EURIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the SONIA, SOFR and EURIBOR contracts by the individual companies in our portfolio or other factors.
Recent Developments
On October 1, 2026, the October 2028 Notes, October 2031A Notes and October 2031B Notes were funded in full in the aggregate amount of $150.0 million. In conjunction with the funding of the October 2028 Notes and October 2031A Notes, we entered into an interest rate swap on October 1, 2026 with Morgan Stanley Bank N.A., in which (i) for the October 2028 Notes, we receive fixed interest of 7.28% and pay a floating interest rate of one-month SOFR plus 2.50% on the notional amount of $40.0 million and (ii) for the October 2031A Notes, we receive fixed interest of 7.76% and pay a floating interest rate of one-month SOFR plus 2.89% on the notional amount of $35.0 million.
On October 2, 2026, we reduced the commitment amount under the Holdings Credit Facility from $450.0 million to $350.0 million, in advance of the scheduled October 26, 2026 reduction date, and repaid the outstanding borrowings in excess of $350.0 million.
On October 20, 2026, our board of directors extended the Repurchase Program, which is expected to remain in place until the earlier of December 31, 2027 or until $150.0 million worth of our common stock has been repurchased.
On October 20, 2026, our board of directors declared a fourth quarter 2026 distribution of $0.25 per share payable on December 31, 2026 to holders of record as of December 17, 2026.
On October 20, 2026, the SBA confirmed that SBIC I had repaid all outstanding debentures and approved SBIC I's request to surrender its license to operate as an SBIC.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Basis of Accounting
We consolidate our wholly-owned direct and indirect subsidiaries: NMF Holdings, NMF Servicing, SBIC I, SBIC I GP, SBIC II, SBIC II GP, SBIC III, SBIC III GP, NMF QID, NMF YP, NMF Permian, NMF HB and NMF Pioneer and our majority-owned consolidated subsidiary, NMNLC. We are an investment company following accounting and reporting guidance as described in Accounting Standards Codification Topic 946, Financial Services-Investment Companies ("ASC 946").
Valuation and Leveling of Portfolio Investments
At all times consistent with GAAP and the 1940 Act, we conduct a valuation of our assets, which impacts our net asset value.
We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. In all cases, our board of directors is ultimately and solely responsible for determining the fair value of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available and any other situation where our portfolio investments require a fair value determination. Security transactions are accounted for on a trade date basis. Our quarterly valuation procedures are set forth in more detail below:
(1)Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
(2)Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
a.Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Investment
Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
b.For investments other than bonds, we look at the number of quotes readily available and perform the following procedures:
i.Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. We will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, we will use one or more of the methodologies outlined below to determine fair value;
ii.Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
(3)Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
a.Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
b.Preliminary valuation conclusions will then be documented and discussed with our senior management;
c.If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
d.When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of a commitment not completely funded may result in a negative fair value until it is called and funded.
The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
GAAP fair value measurement guidance classifies the inputs used in measuring fair value into three levels as follows:
Level I-Quoted prices (unadjusted) are available in active markets for identical investments and we have the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures ("ASC 820"), we, to the extent that we hold such investments, do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.
Level II-Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III-Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
See Item 1.-Financial Statements-Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of September 30, 2026.
We generally use the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. We typically determine the fair value of our performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of our due diligence process, we evaluate the overall performance and financial stability of the portfolio company. Post investment, we analyze each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. We also attempt to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of our original investment thesis. This analysis is specific to each portfolio company. We leverage the knowledge gained from our original due diligence process, augmented by this subsequent monitoring, to continually refine our outlook for each of our portfolio companies and ultimately form the valuation of our investment in each portfolio company. When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, we may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of our debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, we may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value. After enterprise value coverage is demonstrated for our debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: We may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. We consider numerous factors when selecting the appropriate companies whose trading multiples are used to value our portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. We may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue, or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiples will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment.
Income Based Approach: We also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the
valuation date. The comparable investment approach utilizes an average yield-to-maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement.
See Item 1.-Financial Statements-Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on unobservable inputs used in the fair value measurement of our Level III investments as of September 30, 2026.
NMFC Senior Loan Program III LLC
NMFC Senior Loan Program III LLC ("SLP III") was formed as a Delaware limited liability company and commenced operations on April 25, 2018. SLP III is structured as a private joint venture investment fund between us and SkyKnight Income II, LLC ("SkyKnight II") and operates under a limited liability company agreement (the "SLP III Agreement"). The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP III, which has equal representation from us and SkyKnight II. SLP III initially had a five-year investment period and will continue in existence until August 7, 2030. On August 6, 2025, the investment period was extended until August 7, 2028. The investment period may be extended for up to one additional year subject to certain conditions.
SLP III is capitalized with equity contributions which are called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by SLP III to call down on capital commitments requires approval by the board of managers of SLP III. As of September 30, 2026, we and SkyKnight II have committed and contributed $160.0 million and $40.0 million, respectively, of equity to SLP III. Our investment in SLP III is disclosed on our Consolidated Schedule of Investments as of September 30, 2026 and December 31, 2025.
On May 2, 2018, SLP III entered into its revolving credit facility with Citibank, N.A. As of the amendment on August 6, 2025, the maturity date of SLP III's revolving credit facility was extended to August 7, 2030, and the reinvestment period was extended to August 7, 2028.
On August 6, 2025, SLP III entered into an amendment to add a subordinate lender ("Class B lenders") to the existing lender ("Class A lenders"). As of the amendment on August 6, 2025, SLP III's revolving credit facility had a maximum borrowing capacity of $941.0 million of which $830.0 million of the facility amount is attributed to Class A lenders and $111.0 million of the facility amount is attributed to Class B lenders. Prior to the amendment on August 6, 2025, SLP III's revolving credit facility had a maximum borrowing capacity of $600.0 million, with the full amount attributable to one class of lenders. As of the amendment on August 6, 2025, during the reinvestment period, Class A advances bear interest at a rate of SOFR plus 1.50%, and after the reinvestment period Class A advances will bear interest at a rate of SOFR plus 1.80%. During the reinvestment period, Class B advances bear interest at a rate of SOFR plus 4.75%, and after the reinvestment period Class B advances will bear interest at a rate of SOFR plus 5.05%. As of the amendment on July 3, 2024, during the reinvestment period, the credit facility bore interest at a rate of the SOFR plus 1.65%, and after the reinvestment period it bore interest at a rate of SOFR plus 1.95%.
As of September 30, 2026 and December 31, 2025, SLP III had total investments with an aggregate fair value of approximately $872.2 million and $941.4 million, respectively, and debt outstanding under its credit facility of $758.2 million and $672.7 million, respectively. Additionally, as of September 30, 2026 and December 31, 2025, SLP III had unfunded commitments in the form of delayed draws of $2.6 million and $6.9 million, respectively.
During the first quarter of 2026, SLP III placed its first lien position in Convey Health Solutions, Inc. ("Convey") on non-accrual status. As of September 30, 2026, SLP III's first lien position in Convey had total unearned income of $0.2 million and $0.6 million, respectively, for the three and nine months then ended.
Below is a summary of SLP III's portfolio as of September 30, 2026 and December 31, 2025:
(dollars in millions) September 30, 2026 December 31, 2025
First lien investments (1) $ 931 $ 972
Weighted average interest rate on first lien investments (2) 7.68 % 8.36 %
Number of portfolio companies in SLP III 105 105
Largest portfolio company investment (1) $ 19 $ 20
Total of five largest portfolio company investments (1) $ 88 $ 93
(1)Reflects principal amount of investment.
(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
See Item 1.-Financial Statements-Note 3. Investments in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP III's portfolio as of September 30, 2026 and December 31, 2025 and additional information on certain summarized financial information for SLP III as of September 30, 2026 and December 31, 2025 and for the three and nine months ended September 30, 2026 and September 30, 2025.
NMFC Senior Loan Program IV LLC
NMFC Senior Loan Program IV LLC ("SLP IV") was formed as a Delaware limited liability company on April 6, 2021, and commenced operations on May 5, 2021. SLP IV is structured as a private joint venture investment fund between us and SkyKnight Income Alpha, LLC ("SkyKnight Alpha") and operates under the First Amended and Restated Limited Liability Company Agreement of NMFC Senior Loan Program IV LLC, dated May 5, 2021 (the "SLP IV Agreement"). Upon the effectiveness of the SLP IV Agreement, the members contributed their respective membership interests in NMFC Senior Loan Program I LLC ("SLP I") and NMFC Senior Loan Program II LLC ("SLP II") to SLP IV. Immediately following the contribution of their membership interests, SLP I and SLP II became wholly-owned subsidiaries of SLP IV. The purpose of the joint venture is to invest primarily in senior secured loans issued by portfolio companies within our core industry verticals. These investments are typically broadly syndicated first lien loans. All investment decisions must be unanimously approved by the board of managers of SLP IV, which has equal representation from us and SkyKnight Alpha. SLP IV initially had a five-year investment period and will continue in existence until July 11, 2030. On July 11, 2025, the investment period was extended until July 11, 2028. The investment period may be extended for up to one additional year subject to certain conditions.
SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of September 30, 2026, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of membership interests in SLP I and SLP II to SLP IV. Our investment in SLP IV is disclosed on our Consolidated Schedule of Investments as of September 30, 2026 and December 31, 2025.
On May 5, 2021, SLP IV entered into a $370.0 million revolving credit facility with Wells Fargo Bank, National Association. As of the amendment on July 11, 2025, the maturity date of SLP IV's revolving credit facility was extended to July 11, 2030.
On July 11, 2025, SLP IV entered into an amendment to add a subordinate lender ("Class B lenders") to the existing lender ("Class A lenders"). As of the amendment on July 11, 2025, SLP IV's revolving credit facility had a maximum borrowing capacity of $600.0 million, of which $530.0 million of the facility amount is attributed to Class A lenders and $70.0 million of the facility amount is attributed to Class B lenders. Prior to the amendment on July 11, 2025, SLP IV's revolving credit facility had a maximum borrowing capacity of $370.0 million, with the full amount attributable to one class of lenders. As of the amendment on July 11, 2025, Class A advances bear interest at a rate of SOFR plus 1.50% and Class B advances bear interest at a rate of SOFR plus 4.75%. From December 20, 2024 to July 11, 2025, the facility bore interest at a rate of SOFR plus 1.50%.
As of September 30, 2026 and December 31, 2025, SLP IV had total investments with an aggregate fair value of approximately $592.1 million and $641.5 million, respectively, and debt outstanding under its credit facility of $522.1 million and $471.7 million, respectively. Additionally, as of September 30, 2026 and December 31, 2025, SLP IV had unfunded commitments in the form of delayed draws of $1.6 million and $4.8 million, respectively.
During the first quarter of 2026, SLP IV placed its first lien position in Convey on non-accrual status. As of September 30, 2026, SLP IV's first lien position in Convey had total unearned income of $0.1 million and $0.2 million, respectively, for the three and nine months then ended.
Below is a summary of SLP IV's consolidated portfolio as of September 30, 2026 and December 31, 2025:
(dollars in millions) September 30, 2026 December 31, 2025
First lien investments (1) $ 634 $ 664
Weighted average interest rate on first lien investments (2) 7.77 % 8.67 %
Number of portfolio companies in SLP IV 105 105
Largest portfolio company investment (1) $ 18 $ 18
Total of five largest portfolio company investments (1) $ 65 $ 64
(1)Reflects principal amount of investment.
(2)Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
See Item 1.-Financial Statements-Note 3. Investments in this Quarterly Report on Form 10-Q for a listing of the individual investments in SLP IV's consolidated portfolio as of September 30, 2026 and December 31, 2025 and additional
information on certain summarized financial information for SLP IV as of September 30, 2026 and December 31, 2025 and for the three and nine months ended September 30, 2026 and September 30, 2025.
New Mountain Net Lease Corporation
NMNLC was formed to acquire commercial real estate properties that are subject to "triple net" leases. NMNLC's investments are disclosed on our Consolidated Schedule of Investments as of September 30, 2026 and December 31, 2025.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC's common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020. Effective July 1, 2024, NMNLC purchased 63,575 shares of NMNLC's common stock from an affiliate of the Investment Adviser at remaining original cost, a price of $73.39 per share, for an aggregate purchase price of approximately $4.7 million. Immediately thereafter, NMNLC sold the 63,575 shares of its common stock to NMFC at remaining original cost, a price of $73.39 per share, for an aggregate purchase price of approximately $4.7 million.
Below is certain summarized property information for NMNLC as of September 30, 2026:
Lease Total Fair Value as of
Portfolio Company Tenant Expiration Date Location Square Feet September 30, 2026
(in thousands) (in millions)
NM NL Holdings LP / NM GP Holdco LLC Various Various Various Various $ 112
NM YI, LLC Young Innovations, Inc. 10/31/2039 IL / MO 212 9
$ 121
Collateralized agreements or repurchase financings
We follow the guidance in Accounting Standards Codification Topic 860, Transfers and Servicing-Secured Borrowing and Collateral when accounting for transactions involving the purchases of securities under collateralized agreements to resell (resale agreements). These transactions are treated as collateralized financing transactions and are recorded at their contracted resale or repurchase amounts, as specified in the respective agreements. Interest on collateralized agreements is accrued and recognized over the life of the transaction and included in interest income. Upon the counterparty's failure to perform its contractual obligation to repurchase the collateral, our asset no longer represents an interest-bearing collateralized agreement to resell but instead represents our contractual claim in the liquidation proceedings.
As of September 30, 2026, we held one claim related to the collateralized agreement to resell with a cost basis of $30.0 million and a fair value of $5.7 million. As of December 31, 2025, we held one collateralized agreement to resell with a cost basis of $30.0 million and a fair value of $13.5 million.
The claim arises from a collateralized agreement to resell that was guaranteed by a private hedge fund, PPVA Fund, L.P. The private hedge fund is currently in liquidation under the laws of the Cayman Islands. Pursuant to the terms of the collateralized agreement, the private hedge fund was obligated to repurchase the collateral from us at the par value of the collateralized agreement. The private hedge fund has breached its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to us, and therefore, we do not have full rights and title to the collateral. A claim has been filed with the Cayman Islands joint official liquidators to resolve this matter. The joint official liquidators have recognized our contractual rights under the collateralized agreement. We continue to exercise our rights under the collateralized agreement and continue to monitor the liquidation process of the private hedge fund.
PPVA Black Elk (Equity) LLC
On May 3, 2013, we entered into a collateralized securities purchase and put agreement (the "SPP Agreement") with a private hedge fund. Under the SPP Agreement, we purchased twenty million Class E Preferred Units of Black Elk Energy Offshore Operations, LLC ("Black Elk") for $20.0 million with a corresponding obligation of the private hedge fund, PPVA Black Elk (Equity) LLC, to repurchase the preferred units for $20.0 million plus other amounts due under the SPP Agreement. The majority owner of Black Elk was the private hedge fund. In August 2014, we received a payment of $20.5 million, the full amount due under the SPP Agreement.
In August 2017, a trustee (the "Trustee") for Black Elk informed us that the Trustee intended to assert a fraudulent conveyance claim (the "Claim") against us and one of our affiliates seeking the return of the $20.5 million repayment. Black Elk filed a Chapter 11 bankruptcy petition pursuant to the U.S. Bankruptcy Code in August 2015. The Trustee alleged that
individuals affiliated with the private hedge fund conspired with Black Elk and others to improperly use proceeds from the sale of certain Black Elk assets to repay, in August 2014, the private hedge fund's obligation to us under the SPP Agreement. We were unaware of these claims at the time the repayment was received. The private hedge fund is currently in liquidation under the laws of the Cayman Islands.
On December 22, 2017, we settled the Trustee's $20.5 million Claim for $16.0 million and filed a claim with the Cayman Islands joint official liquidators of the private hedge fund for $16.0 million that is owed to us under the SPP Agreement. As a result of the settlement and the counterparty's failure to satisfy its contractual obligations, our rights under the SPP Agreement have been converted into a contractual claim being pursued through the Cayman Islands liquidation proceedings. Accordingly, we no longer classify the asset as a collateralized securities purchase and put agreement but as a claim. During the year ended December 31, 2018, we received a $1.5 million payment from our insurance carrier in respect to the settlement. As of September 30, 2026, the claim had a cost basis of $14.5 million and a fair value of $2.8 million. As of December 31, 2025, the SPP Agreement had a cost basis of $14.5 million and a fair value of $6.5 million.
Revenue Recognition
Sales and paydowns of investments: Realized gains and losses on investments are determined on the specific identification method.
Interest and dividend income: Interest income, including amortization of premium and discount using the effective interest method, is recorded on the accrual basis and periodically assessed for collectibility. Interest income also includes interest earned from cash on hand. Upon the prepayment of a loan or debt security, any prepayment penalties are recorded as part of interest income. We have loans and certain preferred equity investments in the portfolio that contain a payment-in-kind ("PIK") interest or dividend provision. PIK interest and dividends are accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest and dividends are added to the principal or share balances on the capitalization dates and are generally due at maturity or when redeemed by the issuer. For the three and nine months ended September 30, 2026 we recognized PIK interest from investments of approximately $6.6 million and $17.2 million, respectively, and non-cash dividends from investments of approximately $5.2 million and $15.4 million, respectively. For the three and nine months ended September 30, 2025 we recognized PIK interest from investments of approximately $7.6 million and $22.1 million, respectively, and non-cash dividends from investments of approximately $7.3 million and $22.1 million, respectively.
Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Dividend income on preferred securities is recorded as dividend income on an accrual basis to the extent that such amounts are deemed collectible.
Non-accrual income: Investments are placed on non-accrual status when principal or interest payments are past due for 30 days or more and when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest or dividends are generally reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest or dividends are not reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate collectibility. Non-accrual investments are restored to accrual status when past due principal and interest are paid and, in management's judgment, are likely to remain current.
Other income: Other income represents delayed compensation, consent or amendment fees, revolver fees, structuring fees, upfront fees and other miscellaneous fees received and is typically non-recurring in nature. Delayed compensation is income earned from counterparties on trades that do not settle within a set number of business days after trade date. Other income may also include fees from bridge loans. We may from time to time enter into bridge financing commitments, an obligation to provide interim financing to a counterparty until permanent credit can be obtained. These commitments are short-term in nature and may expire unfunded. A fee is received for providing such commitments. Structuring fees and upfront fees are recognized as income when earned, usually when paid at the closing of the investment, and are non-refundable.
Monitoring of Portfolio Investments
We monitor the performance and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments within the portfolio company, the industry or the macroeconomic environment that may alter any material element of our original investment strategy. Our portfolio monitoring procedures are designed to provide a simple yet comprehensive analysis of our portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating (as defined below).
We use an investment risk rating system to characterize and monitor the credit profile and expected level of returns on each investment in the portfolio. As such, we assign each investment a composite score ("Risk Rating") based on two metrics - 1) Operating Performance and 2) Business Characteristics:
•Operating Performance assesses the health of the investment in context of its financial performance and the market environment it faces. The metric is expressed in Tiers of "4" to "1", with "4" being the best and "1" being the worst:
◦Tier 4 - Business performance is in-line with or above expectations
◦Tier 3 - Moderate business underperformance and/or moderate market headwinds
◦Tier 2 - Significant business underperformance and/or significant market headwinds
◦Tier 1 - Severe business underperformance and/or severe market headwinds
•Business Characteristics assesses the health of the investment in context of the underlying portfolio company's business and credit quality, the underlying portfolio company's current balance sheet, and the level of support from the equity sponsor. The metric is expressed as a qualitative scale of "A" to "C", with "A" being the best and "C" being the worst.
The Risk Rating for each investment is a composite of these two metrics. 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. The mapping of the composite scores to these categories is below:
•Green - 4C, 3B, 2A, 4B, 3A, and 4A (e.g., Tier 4 for Operating Performance and C for Business Characteristics)
•Yellow - 3C, 2B, and 1A
•Orange - 2C and 1B
•Red - 1C
The following table shows the Risk Rating of our portfolio companies as of September 30, 2026:
(in millions)
As of September 30, 2026
Risk Rating Cost Percent Fair Value Percent
Green $ 2,036.0 82.0 % $ 1,950.6 86.1 %
Yellow 353.1 14.2 % 266.1 11.7 %
Orange 79.8 3.2 % 47.3 2.1 %
Red 15.1 0.6 % 1.7 0.1 %
Total $ 2,484.0 100.0 % $ 2,265.7 100.0 %
As of September 30, 2026, all investments in our portfolio had a Green Risk Rating with the exception of seventeen portfolio companies that had a Yellow Risk Rating, six portfolio companies that had an Orange Risk Rating and one portfolio company that had a Red Risk Rating.
As of September 30, 2026, our aggregate principal amount of our subordinated position and first lien term loans in American Achievement Corporation ("AAC") was $5.2 million and $31.4 million, respectively. During the first quarter of 2021, we placed an aggregate principal amount of $5.2 million of our subordinated position on non-accrual status. During the third quarter of 2021, we placed an aggregate principal amount of $13.5 million of our first lien term loans on non-accrual status. During the third quarter of 2023, we placed the remaining aggregate principal amount of $17.9 million of our first lien term loans on non-accrual status. For the three and nine months then ended September 30, 2026, our positions in AAC on non-accrual status had total unearned interest income of $1.5 million and $4.3 million, respectively. As of September 30, 2026, our investment in AAC had an Orange Risk Rating.
During the second quarter of 2024, we placed our investment in our junior Series B preferred shares in Eclipse Topco Holdings, Inc. (fka Transcendia Holdings, Inc.) ("Transcendia") on non-accrual status. For the three and nine months then ended September 30, 2026, our junior Series B preferred shares in Transcendia had total unearned income of $0.1 million and $0.4 million, respectively. As of September 30, 2026, our investment in Transcendia had a Yellow Risk Rating.
During the first quarter of 2026, we placed our first lien positions in Convey on non-accrual status. For the three and nine months then ended September 30, 2026, our first lien positions in Convey had total unearned income of $0.4 million and $1.1 million, respectively. As of September 30, 2026, our investment in Convey had a Red Risk Rating.
During the second quarter of 2026, we placed our Series A preferred shares in Symplr Software Intermediate Holdings, Inc. ("Symplr") on non-accrual status. For the three and nine months then ended September 30, 2026, our preferred shares in Symplr had total unearned income of $0.7 million and $1.4 million, respectively. As of September 30, 2026, our investment in Symplr had a Yellow Risk Rating.
During the third quarter of 2026, we placed our first lien term loan in LogRhythm, Inc. ("LogRhythm") on non-accrual status. For the three and nine months then ended September 30, 2026, our first lien term loan in LogRhythm had total unearned income of $0.2 million and $0.2 million, respectively. As of September 30, 2026, our investment in LogRhythm had an Orange Risk Rating.
Portfolio and Investment Activity
The fair value of our investments, as determined in good faith by our board of directors, was approximately $2,260.0 million in 109 portfolio companies at September 30, 2026 and approximately $2,742.0 million in 113 portfolio companies at December 31, 2025.
The following table shows our portfolio and investment activity for the nine months ended September 30, 2026 and September 30, 2025:
Nine Months Ended
(in millions) September 30, 2026 September 30, 2025
Investments in 38 and 48 new and existing portfolio companies, respectively $ 205.0 $ 370.5
Debt repayments in existing portfolio companies 143.2 461.6
Sales of securities in 24 and 7 portfolio companies, respectively 501.8 57.6
Change in unrealized appreciation on 32 and 40 portfolio companies, respectively 70.9 12.5
Change in unrealized depreciation on 90 and 87 portfolio companies, respectively (93.9) (123.7)
Asset Sale
On March 10, 2026, we completed a sale of approximately $468.0 million of assets held by us and our wholly-owned subsidiary, NMF Holdings, 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 among us, as seller, and Eagle Credit CV, L.P., Eagle Credit Holdings SPV, L.P. and Eagle Credit Sub Blocker L.P. as the third-party purchasers (collectively, the "Purchaser"), pursuant to which the Purchaser acquired full or partial investments in fifteen portfolio companies.
The proceeds from the Asset Sale were used for the repayment of our outstanding indebtedness and other general corporate purposes, including to make investments in accordance with our investment strategy.
Recent Accounting Standards Updates
See Item 1.-Financial Statements-Note 13. Recent Accounting Standards Updates in this Quarterly Report on Form 10-Q for details on recent accounting standards updates.
Results of Operations for the Three Months Ended September 30, 2026 and September 30, 2025
Revenue
Three Months Ended
(in millions) September 30, 2026 September 30, 2025
Total interest income $ 43.8 $ 59.4
Total dividend income 14.7 19.3
Other income 1.9 1.9
Total investment income $ 60.4 $ 80.5
Our total investment income decreased by approximately $20.1 million for the three months ended September 30, 2026 as compared to the same period in the prior year. For the three months ended September 30, 2026, total investment income of approximately $60.4 million consisted of approximately $34.2 million in cash interest from investments, approximately $6.6 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $2.9 million, prepayment fees of approximately $0.1 million, approximately $9.5 million in cash dividends from investments, approximately $5.2 million in non-cash dividends from investments and approximately $1.9 million in other income. The decrease in interest income of approximately $15.6 million was primarily due to a lower invested asset base as a
result of the Asset Sale. The decrease in dividend income of approximately $4.6 million was primarily due to a decrease in cash dividend income from our investments in SLP III and SLP IV. Other income during the three months ended September 30, 2026, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 11 different portfolio companies.
Operating Expenses
Three Months Ended
(in millions) September 30, 2026 September 30, 2025
Management fee $ 7.3 $ 9.6
Incentive fee 5.5 7.3
Less: incentive fee waiver (1.4) (4.5)
Total net incentive fee 4.1 2.8
Interest and other financing expenses 22.9 31.7
Professional fees 0.9 0.9
Administrative expenses 0.8 0.9
Other general and administrative expenses 0.7 0.5
Total expenses 36.7 46.4
Income tax expense 0.0 0.0
Net expenses after income taxes $ 36.7 $ 46.4
Our total net operating expenses decreased by approximately $9.7 million for the three months ended September 30, 2026 as compared to the same period in the prior year. Our management fee decreased by approximately $2.3 million for the three months ended September 30, 2026 as compared to the same period in the prior year. The decrease in management fee was primarily attributable to a lower invested asset base. Our total net incentive fee increased by approximately $1.3 million for the three months ended September 30, 2026 as compared to the same period in the prior year. The decrease in gross incentive fee is primarily attributable to the decrease in investment income due to a lower invested asset base. Incentive fees waived by the Investment Adviser decreased for the three months ended September 30, 2026 as compared to the same period in the prior year.
Interest and other financing expenses decreased by approximately $8.8 million for the three months ended September 30, 2026 as compared to the same period in the prior year. The decrease in interest and other financing expenses was primarily attributable to a decrease in total outstanding borrowings. Our total professional fees, administrative expenses and total other general and administrative expenses remained relatively consistent period over period.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Three Months Ended
(in millions) September 30, 2026 September 30, 2025
Net realized (losses) gains on investments $ (0.5) $ 0.0
Net change in unrealized depreciation of investments (19.3) (21.6)
Net change in unrealized appreciation (depreciation) on foreign currency 0.0 (0.1)
Provision for taxes (0.2) (0.0)
Net realized and unrealized losses $ (20.0) $ (21.7)
Our net realized losses and change in unrealized gains and losses resulted in a net loss of approximately $20.0 million for the three months ended September 30, 2026 compared to net realized gains and change in unrealized losses resulting in a net loss of approximately $21.7 million for the same period in 2025. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and change in unrealized gains or losses together. The net loss for the three months ended September 30, 2026 was primarily driven by unrealized depreciation in RLG Holdings, LLC, SLP III and SLP IV, partially offset by unrealized appreciation in NM NL Holdings LP. The provision for income taxes was attributable to equity investments that are held as of September 30, 2026 in five of our corporate subsidiaries. The net loss for the three months ended September 30, 2025 was primarily driven by unrealized depreciation in TVG-Edmentum Holdings, LLC ("Edmentum"), ACI Parent Inc. and TMK Hawk Parent, Corp., partially offset by unrealized appreciation on Dealer Tire Holdings, LLC. The provision for income taxes was attributable to equity investments that are held as of September 30, 2025 in eight of our corporate subsidiaries. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.
Investment Income and Net Realized and Unrealized (Losses) Gains Related to Non-Controlling Interest in New Mountain Net Lease Corporation ("NMNLC")
Three Months Ended
(in millions) September 30, 2026 September 30, 2025
Total investment income $ 60.4 $ 80.5
Net expenses after income taxes 36.7 46.5
Net investment income 23.7 34.0
Less: Net investment income related to non-controlling interest in NMNLC 0.1 0.1
Net investment income related to NMFC $ 23.6 $ 33.9
Net change in realized (losses) gains on investments (0.5) 0.0
Net change in realized (losses) gains of investments related to NMFC $ (0.5) $ 0.0
Net change in unrealized depreciation of investments (19.3) (21.6)
Net change in unrealized appreciation (depreciation) on foreign currency 0.0 (0.1)
Provision for taxes (0.2) (0.0)
Less: Net change in unrealized appreciation of investments related to non-controlling interest in NMNLC 0.1 0.0
Net change in unrealized depreciation of investments related to NMFC $ (19.6) $ (21.7)
Results of Operations for the Nine Months Ended September 30, 2026 and September 30, 2025
Revenue
Nine Months Ended
(in millions) September 30, 2026 September 30, 2025
Total interest income $ 135.2 $ 183.8
Total dividend income 49.7 59.5
Other income 5.9 6.4
Total investment income $ 190.7 $ 249.7
Our total investment income decreased by approximately $59.0 million for the nine months ended September 30, 2026 as compared to the same period in the prior year. For the nine months ended September 30, 2026, total investment income of approximately $190.7 million consisted of approximately $111.1 million in cash interest from investments, approximately $17.2 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $6.7 million, prepayment fees of approximately $0.1 million, approximately $34.3 million in cash dividends from investments, approximately $15.4 million in non-cash dividends from investments and approximately $5.9 million in other income. The decrease in interest income of approximately $48.6 million was primarily due to a lower invested asset base as a result of the Asset Sale. The decrease in dividend income of approximately $9.8 million was primarily due to a decrease in preferred equity investments held and a decrease in cash dividend income from our investments in SLP III and SLP IV. Other income during the nine months ended September 30, 2026, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 22 different portfolio companies.
Operating Expenses
Nine Months Ended
(in millions) September 30, 2026 September 30, 2025
Management fee $ 22.9 $ 29.6
Less: management fee waiver - (0.3)
Total net management fee 22.9 29.3
Incentive fee 17.4 23.6
Less: incentive fee waiver (8.9) (8.7)
Total net incentive fee 8.5 14.9
Interest and other financing expenses 72.9 94.2
Professional fees 3.0 3.4
Administrative expenses 2.8 3.2
Other general and administrative expenses 1.8 1.3
Total expenses 111.8 146.4
Income tax expense 0.0 0.0
Net expenses after income taxes $ 111.8 $ 146.4
Our total net operating expenses decreased by approximately $34.7 million for the nine months ended September 30, 2026 as compared to the same period in the prior year. Our total net management fee decreased by approximately $6.4 million for the nine months ended September 30, 2026 as compared to the same period in the prior year. The decrease in total net management fee was primarily attributable to a lower invested asset base. Our total net incentive fee decreased by approximately $6.4 million for the nine months ended September 30, 2026 as compared to the same period in the prior year. The decrease in incentive fees was primarily attributable to the decrease in investment income due to a lower invested asset base.
Interest and other financing expenses decreased by approximately $21.3 million for the nine months ended September 30, 2026 as compared to the same period in the prior year. The decrease in interest and other financing expenses was primarily attributable to a decrease in total outstanding borrowings. Our total professional fees, administrative expenses and total other general and administrative expenses remained relatively consistent period over period.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)
Nine Months Ended
(in millions) September 30, 2026 September 30, 2025
Net realized (losses) gains on investments $ (77.5) $ 51.2
Net change in unrealized depreciation of investments (23.0) (111.2)
Net change in unrealized depreciation of securities purchased under collateralized
agreements to resell 		(7.8) -
Net change in unrealized (depreciation) appreciation on foreign currency (0.1) 0.5
Provision for taxes (0.0) (0.1)
Net realized and unrealized losses $ (108.4) $ (59.5)
Our net realized and change in unrealized losses resulted in a net loss of approximately $108.4 million for the nine months ended September 30, 2026 compared to net realized gains and change in unrealized gains and losses resulting in a net loss of approximately $59.5 million for the same period in 2025. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and change in unrealized gains or losses together. The net loss for the nine months ended September 30, 2026 was primarily driven by realized losses due to the Asset Sale where we sold approximately $468.0 million of assets at 94% of the fair value of such assets as of December 31, 2025 and realized losses on ACI Parent Inc. and unrealized depreciation on the claim related to the collateralized agreement with PPVA Fund, L.P. and PPVA Black Elk (Equity) LLC, SLP IV, Convey and Help/Systems Holdings, Inc., partially offset by unrealized appreciation in UniTek Global Services, Inc. ("UniTek") and NM NL Holdings LP. The provision for income taxes was attributable to equity investments that are held as of September 30, 2026 in five of our corporate subsidiaries. The net loss for the nine months ended September 30, 2025 was primarily driven by unrealized depreciation in UniTek, Edmentum, ACI Parent Inc., TMK Hawk Parent, Corp.,
Notorious Topco, LLC and New Permian Holdco, Inc., partially offset by unrealized appreciation in Dealer Tire Holdings, LLC and HS Purchaser, LLC and realized gains in OA Topco, L.P. The provision for income taxes was attributable to equity investments that are held as of September 30, 2025 in eight of our corporate subsidiaries. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.
Investment Income and Net Realized and Unrealized (Losses) Gains Related to Non-Controlling Interest in New Mountain Net Lease Corporation ("NMNLC")
Nine Months Ended
(in millions) September 30, 2026 September 30, 2025
Total investment income $ 190.7 $ 249.7
Net expenses after income taxes 111.8 146.4
Net investment income 78.9 103.3
Less: Net investment income related to non-controlling interest in NMNLC 0.3 0.4
Net investment income related to NMFC $ 78.6 $ 102.9
Net change in realized (losses) gains on investments (77.5) 51.2
Net change in realized (losses) gains of investments related to NMFC $ (77.5) $ 51.2
Net change in unrealized depreciation of investments (23.0) (111.2)
Net change in unrealized depreciation of securities purchased under collateralized
agreements to resell 		(7.8) -
Net change in unrealized (depreciation) appreciation on foreign currency (0.1) 0.5
Provision for taxes (0.0) (0.1)
Less: Net change in unrealized appreciation of investments related to non-controlling interest in NMNLC 0.4 0.0
Net change in unrealized depreciation of investments related to NMFC $ (31.3) $ (110.8)
Liquidity, Capital Resources, Off-Balance Sheet Arrangements and Contractual Obligations
Liquidity and Capital Resources
The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
Since our IPO, and through September 30, 2026, we have raised approximately $1,034.6 million in net proceeds from additional offerings of common stock.
Our liquidity is generated and generally available through advances from the revolving credit facilities, from cash flows from operations, and, we expect, through periodic follow-on equity offerings. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including unsecured debt and/or debt securities convertible into common stock. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. On June 8, 2018 our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a) of the 1940 Act, which resulted in the reduction of the minimum asset coverage ratio applicable to us from 200.0% to 150.0% as of June 9, 2018. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, is at least 150.0% after such borrowing (which means we can borrow $2 for every $1 of our equity). As a result of our exemptive relief received on November 5, 2014, we are permitted to exclude the SBA-guaranteed debentures of SBIC I, SBIC II and SBIC III from the definition of "senior securities" in the asset coverage requirement applicable to us under the 1940 Act. The agreements governing the NMFC Credit Facility and certain of the Unsecured Notes (as defined in Item 1- Financial Statements-Note 7. Borrowings in this Quarterly Report on Form 10-Q) contain certain covenants and terms, including a requirement that we not exceed a debt-to-equity ratio of 1.65 to 1.00 at the time of incurring additional indebtedness and a requirement that we not exceed a secured debt ratio of 0.70 to 1.00 at any time. As of September 30, 2026, our asset coverage ratio was 184.0%.
As of September 30, 2026 and December 31, 2025, our borrowings consisted of the June 2027 Notes, November 2028 Notes, February 2029 Notes, October 2027 Notes, Holdings Credit Facility, SBA-guaranteed debentures, NMFC Credit Facility and Unsecured Management Company Revolver. As of December 31, 2025, our borrowings also included the January 2026
Notes, which were subsequently repaid on January 29, 2026. See Item 1-Financial Statements -Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information.
At September 30, 2026 and December 31, 2025, we had cash and cash equivalents of approximately $41.9 million and $80.7 million, respectively. Our cash provided by operating activities during the nine months ended September 30, 2026 and September 30, 2025 was approximately $465.3 million and $217.4 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.
On November 3, 2021, we entered into an equity distribution agreement, as amended on May 18, 2023, August 23, 2023, June 27, 2024 and August 1, 2024 (the "Distribution Agreement") with B. Riley Securities, Inc. and Raymond James & Associates, Inc. On August 1, 2024, we entered into Amendment No. 4 to the Distribution Agreement with B. Riley Securities, Inc., Raymond James & Associates, Inc., and Citizens JMP Securities, LLC (collectively, the "Agents") for the purpose of adding Citizens JMP Securities, LLC as an Agent. The Distribution Agreement originally provided that we may issue and sell our shares from time to time through the Agents, up to $250.0 million worth of our common stock by means of at-the-market ("ATM") offerings. As of the amendment on June 27, 2024, we increased the maximum amount of shares to be sold through the ATM program from $250.0 million to $400.0 million.
For the three and nine months ended September 30, 2026 and September 30, 2025, we did not sell any shares of common stock under the Distribution Agreement.
We generally use net proceeds from these ATM offerings to make investments, to pay down liabilities and for general corporate purposes. As of September 30, 2026, shares representing approximately $258.0 million of our common stock remain available for issuance and sale under the Distribution Agreement.
On February 4, 2016, our board of directors authorized a program for the purpose of repurchasing up to $50.0 million worth of our common stock (the "Old Repurchase Program"). The Old Repurchase Program terminated on October 8, 2025 upon the repurchase of $50.0 million of our common stock. On October 23, 2025, our board of directors authorized a new program for the purpose of repurchasing up to $100.0 million worth of our common stock (the "Repurchase Program"). On April 28, 2026, our board of directors authorized the repurchase of up to an additional $50.0 million worth of our common stock. Giving effect to the increase, the Repurchase Program authorizes us to repurchase up to $150.0 million worth of our common stock.
Under the Old Repurchase Program and the Repurchase Program, we were permitted, but were not obligated, to repurchase our outstanding common stock in the open market from time to time, provided that we complied with our code of ethics and the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") including certain price, market volume and timing constraints. In addition, any repurchases were conducted in accordance with the 1940 Act. We expect the Repurchase Program to be in place until the earlier of December 31, 2027 or until $150.0 million worth of common stock has been repurchased.
For the three months ended September 30, 2026, we did not repurchase any shares under the Repurchase Program. During the nine months ended September 30, 2026, approximately $65.6 million of common stock was repurchased by us under the Repurchase Program. As of September 30, 2026, approximately $79.5 million remained available under the Repurchase Program.
For the three and nine months ended September 30, 2025, approximately $27.6 million and $37.3 million of common stock was repurchased by us under the Old Repurchase Program, respectively.
Off-Balance Sheet Agreements
We may become a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2026 and December 31, 2025, we had outstanding commitments to third parties to fund investments totaling $144.7 million, which included €7.6 million denominated in EUR that has been translated to U.S. dollars, and $211.1 million, which included €7.5 million denominated in EUR that has been translated to U.S. dollars, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.
We may from time to time enter into financing commitment letters or bridge financing commitments, which could require funding in the future. As of September 30, 2026 and December 31, 2025, we had commitment letters to purchase investments in an aggregate par amount of $10.5 million and $4.7 million, respectively. As of September 30, 2026 and December 31, 2025, we had not entered into any bridge financing commitments which could require funding in the future.
Contractual Obligations
A summary of our significant contractual payment obligations as of September 30, 2026 is as follows:
Contractual Obligations Payments Due by Period
(in millions) Total Less than
1 Year 		1 - 3 Years 3 - 5 Years More than
5 Years
Unsecured Notes(1) $ 790.0 $ 75.0 $ 715.0 $ - $ -
Holdings Credit Facility(2) 391.4 41.4 - 350.0 -
SBA-guaranteed debentures(3) 120.0 - 4.0 116.0 -
NMFC Credit Facility(4) 30.2 - - 30.2 -
Unsecured Management Company Revolver(5) - - - - -
Total Contractual Obligations $ 1,331.6 $ 116.4 $ 719.0 $ 496.2 $ -
(1)$75.0 million of the June 2027 Notes will mature on June 15, 2027 unless earlier repurchased, $115.0 million of the November 2028 Notes will mature on November 15, 2028 unless earlier redeemed, $300.0 million of the February 2029 Notes will mature on February 1, 2029 unless earlier redeemed and $300.0 million of the October 2027 Notes will mature on October 15, 2027 unless earlier redeemed.
(2)Under the terms of the $450.0 million Holdings Credit Facility, all outstanding borrowings under that facility exceeding $350.0 million were repaid on October 2, 2026 ($41.4 million outstanding as of September 30, 2026) and all remaining borrowings must be repaid on or before March 12, 2031 ($350.0 million outstanding as of September 30, 2026). As of September 30, 2026, there was approximately $58.6 million of available capacity remaining, subject to borrowing base limitations, under the Holdings Credit Facility.
(3)The outstanding SBA-guaranteed debentures held by SBIC II will begin to mature on September 1, 2029. Refer to Item 1 - Financial Statements - Note 7. Borrowings for a full schedule of SBA-guaranteed debenture maturities.
(4)Under the terms of the $537.1 million NMFC Credit Facility, all outstanding borrowings under that facility ($30.2 million, which included €16.5 million denominated in EUR and £8.7 million denominated in GBP that have been translated to U.S. dollars as of September 30, 2026) must be repaid on or before September 28, 2029 for Non-Extending Lenders and on or before July 30, 2031 for Extending Lenders. As of September 30, 2026, there was approximately $506.9 million of available capacity remaining, subject to borrowing base limitations, under the NMFC Credit Facility.
(5)Under the terms of the $100.0 million Unsecured Management Company Revolver, all outstanding borrowings under that facility must be repaid on or before December 31, 2030. As of September 30, 2026, there were no borrowings outstanding.
We have entered into an investment management and advisory agreement (as amended from time to time, the "Investment Management Agreement") with the Investment Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Investment Adviser has agreed to provide us with investment advisory and management services. We have agreed to pay for these services (1) a management fee and (2) an incentive fee based on our performance.
We have also entered into the administration agreement (as amended and restated, the "Administration Agreement") with the Administrator. Under the Administration Agreement, the Administrator has agreed to arrange office space for us and provide office equipment and clerical, bookkeeping and record keeping services and other administrative services necessary to conduct our respective day-to-day operations. The Administrator has also agreed to maintain, or oversee the maintenance of, our financial records, our reports to stockholders and reports filed with the SEC.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that are entered into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement and the Administration Agreement.
Distributions and Dividends
Distributions declared and paid to stockholders for the nine months ended September 30, 2026 totaled approximately $78.4 million.
The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our board of directors for the two most recently completed fiscal years and the current fiscal year to date:
Fiscal Year Ended Date Declared Record Date Payment Date Per Share
Amount (1)(2)
December 31, 2026
Third Quarter July 21, 2026 September 16, 2026 September 30, 2026 $ 0.25
Second Quarter April 22, 2026 June 16, 2026 June 30, 2026 0.25
First Quarter February 11, 2026 March 17, 2026 March 31, 2026 0.32
$ 0.82
December 31, 2025
Fourth Quarter October 28, 2025 December 17, 2025 December 31, 2025 $ 0.32
Third Quarter July 24, 2025 September 16, 2025 September 30, 2025 0.32
Second Quarter April 22, 2025 June 16, 2025 June 30, 2025 0.32
First Quarter February 14, 2025 March 17, 2025 March 31, 2025 0.32
$ 1.28
December 31, 2024
Fourth Quarter October 23, 2024 December 17, 2024 December 31, 2024 $ 0.33
Third Quarter July 23, 2024 September 16, 2024 September 30, 2024 0.34
Second Quarter April 18, 2024 June 14, 2024 June 28, 2024 0.34
First Quarter January 30, 2024 March 15, 2024 March 29, 2024 0.36
$ 1.37
(1)Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2025 and December 31, 2024, total distributions were $135.7 million and $147.2 million, respectively, of which the distributions were comprised of approximately 91.36% and 75.68%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of qualified income, 0.00% and 0.00%, respectively, of long-term capital gains and approximately 8.64% and 24.32%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.
(2)For the fiscal year ended December 31, 2024, the per share amount includes regular quarterly distributions of $0.32 per share and supplemental distributions related to prior quarter earnings of $0.01, $0.02, $0.02 and $0.04 for the fourth quarter of 2024, third quarter of 2024, second quarter of 2024 and first quarter of 2024, respectively.
We intend to pay quarterly distributions to our stockholders in amounts sufficient to maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
We maintain an "opt out" dividend reinvestment plan on behalf of our common stockholders, pursuant to which each of our stockholders' cash distributions will be automatically reinvested in additional shares of our common stock, unless the stockholder elects to receive cash. See Item 1- Financial Statements-Note 2. Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for additional details regarding our dividend reinvestment plan.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
•We have entered into a fee waiver agreement (the "Fee Waiver Agreement") with the Investment Adviser, pursuant to which the Investment Adviser agreed to voluntarily reduce the base management fees payable to the Investment Adviser by us under the Investment Management Agreement beginning with the quarter ended March 31, 2021 through the quarter ended December 31, 2024. Following the expiration of the Fee Waiver Agreement on December 31, 2024, the Investment Adviser agreed to waive an amount of the base management fee that it may have been entitled to under the Investment Management Agreement for the period of January 1, 2025 through January 28, 2025, that would be in excess of an annual rate of 1.25% of our gross assets. See Item 1- Financial Statements-Note 5. Agreements in this Quarterly Report on Form 10-Q for details.
•We have entered into the Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the three and nine months ended September 30, 2026 approximately $0.5 million and $1.6 million, respectively, of indirect administrative expenses were included in administrative expenses, of which no expenses were waived by the Administrator. As of September 30, 2026, approximately $0.6 million of indirect administrative expenses were included in payable to (receivable from) affiliates. For the three and nine months ended September 30, 2026, the reimbursement to the Administrator represented approximately 0.02% and 0.07%, respectively, of our gross assets.
•We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance", as well as the NMF logo.
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors, which is available on our website at www.newmountainfinance.com. These officers and directors also remain subject to the duties imposed by the 1940 Act and the Delaware General Corporation Law.
The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures. We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. On May 13, 2025, we, the Investment Adviser and certain of our affiliates were granted an order for exemptive relief that superseded the prior order for exemptive relief (the "Exemptive Order") by the SEC. The Exemptive Order allows us to co-invest in certain negotiated transactions with other funds managed by the Investment Adviser or certain affiliates pursuant to the conditions of the Exemptive Order. Pursuant to such Exemptive Order, we generally are permitted to co-invest with certain of our affiliates if
such co-investments are done on the same terms and at the same time, as further detailed in the Exemptive Order. The Exemptive Order requires that a "required majority" (as defined in Section 57(o) of the 1940 Act) of the board of directors make certain findings (1) in most instances when we co-invest with our affiliates in an issuer where an affiliate of ours has an existing investment in the issuer, and (2) if we dispose of an asset acquired in a transaction under the Exemptive Order unless the disposition is done on a pro rata basis, or is a sale of a tradable security. Pursuant to the Exemptive Order, the board of directors oversees the Company's participation in the co-investment program. As required by the Exemptive Order, we have adopted, and the board of directors has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Exemptive Order, and the Investment Adviser and our Chief Compliance Officer will provide reporting to the board of directors.
On March 30, 2020, an affiliate of the Investment Adviser purchased directly from NMNLC 105,030 shares of NMNLC's common stock at a price of $107.73 per share, which represented the net asset value per share of NMNLC at the date of purchase, for an aggregate purchase price of approximately $11.3 million. Immediately thereafter, NMNLC redeemed 105,030 shares of its common stock held by NMFC in exchange for a promissory note with a principal amount of $11.3 million and a 7.0% interest rate, which was repaid by NMNLC to NMFC on March 31, 2020. Effective July 1, 2024, NMNLC purchased 63,575 shares of NMNLC's common stock from an affiliate of the Investment Adviser at remaining original cost, a price of $73.39 per share, for an aggregate purchase price of approximately $4.7 million. Immediately thereafter, NMNLC sold the 63,575 shares of its common stock to NMFC at remaining original cost, a price of $73.39 per share, for an aggregate purchase price of approximately $4.7 million.
On March 30, 2020, we entered into the Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., an affiliate of the Investment Adviser, with a $30.0 million maximum amount of revolver borrowings available and a maturity date of December 31, 2022. On May 4, 2020, we entered into an Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amounts of revolving borrowings available thereunder from $30.0 million to $50.0 million. On October 31, 2023, we entered into the Second Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which increased the maximum amount of revolving borrowings thereunder from $50.0 million to $100.0 million, extended the maturity date from December 31, 2024 to December 31, 2027 and changed the interest rate to the Applicable Federal Rate. On October 27, 2025, we entered into the Third Amended and Restated Uncommitted Revolving Loan Agreement which extended the maturity date from December 31, 2027 to December 31, 2030. Refer to Item 1 - Financial Statements - Note 7. Borrowings for discussion of the Unsecured Management Company Revolver.
NMFC and SBIC I are parties to an intercompany promissory note (the "Intercompany Note"). The Intercompany Note had an initial principal balance of $59.0 million and the purpose is to fund the repayment of the SBA-guaranteed debentures issued by SBIC I. Under the terms of the Intercompany Note, no fees or interest are payable to NMFC. For the purposes of the consolidated financial statements, all balances and transactions related to the Intercompany Note are eliminated. As of September 30, 2026, the Intercompany Note had a principal balance of $51.2 million.
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