Monroe Capital (MRCC) Proxy Filing summary

Executive summary

• Supplement updates the joint proxy statement/prospectus for the proposed asset sale and merger between two entities, reflecting recent developments and shareholder engagement since January 2026.

• Following a reduction in quarterly distributions and a drop in trading prices, both companies engaged with shareholders to address concerns and maintain support for the merger.

• New proposals include a $13 million supplemental distribution to MRCC shareholders and additional distributions to the combined company's shareholders for two quarters post-merger.

• Both boards and special committees reviewed and supported these enhancements, considering market conditions and the impact on the combined entity's net asset value.

• Forward-looking statements highlight risks, uncertainties, and anticipated benefits, including improved operations, enhanced revenues, and growth potential for the combined company.

Voting matters and shareholder proposals

• Shareholders are being solicited to vote on the asset sale and merger proposals, with supplemental distributions contingent on approval.

• Proxy solicitation involved extensive engagement with shareholders to ensure support for the proposals.

Board of directors and corporate governance

• Special committees of both boards met to evaluate the impact of supplemental distributions and to ensure fiduciary duties were met.

• Independent directors and legal advisors participated in deliberations regarding the structure and fairness of the proposals.