MRCC to merge into HRZN after selling assets to MCIP; exchange ratio based on NAV

MONROE CAPITAL Corp

MRCC shareholders receive HRZN shares at an exchange ratio equal to MRCC per-share NAV divided by HRZN per-share NAV.
Prior to merger, MRCC sells its investment portfolio to affiliate Monroe Capital Income Plus Corporation (MCIP) for cash at fair value.
HRZN Advisor agrees to waive $4.0M in management/incentive fees ($1M/quarter over four quarters post-closing).
Termination fees: $11M if HRZN acquired by third party; $5.4M if MRCC acquired by third party.
Closing expected Q4 2025, subject to stockholder approvals, HSR clearance, and other customary conditions.

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