NMFC 10-K & 10-Q changes, risk factors and insider trading

In past economic downturns, such as the financial crisis in the United States that began in mid-2007 and during other times of extreme market volatility, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. If these conditions recur, for example as a result of continued elevatedfluctuating interest rates or global conflict, it may be difficult for us to obtain desired financing to finance the growth of our investments on acceptable economic terms, or at all.

The U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions. On January 2, 2025, U.S. lawmakers reinstated the debt ceiling to the level of obligations accrued during the suspension or $36.1 trillion. As of January 22, 2025, the US government has hit the debt ceiling and exceeded its borrowing limit. Despite taking action on numerous occasions to suspend and raise the debt ceiling, ratings agencies have threatened to lower the long-term sovereign credit rating on the United States, including Fitch downgrading the U.S. government’s long-term rating from AAA to AA+ in August 20232023. andAdditionally, Moody’s loweringlowered the U.S. government’s credit rating outlook from “stable” to “negative” in November 2023.2023, Although,and insubsequently August 2024, Moody’s affirmeddowngraded the U.S. government’sgovernment's creditlong-term ratingissuer atand AA+,senior withunsecured aratings stablefrom outlook,Aaa thereto Aa1 in May 2025. There is no guarantee that there will not be a further downgrade in the future.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. WhileAlthough the current administration has signaled a more deregulatory agenda with respect to the financial services industry, it cannot be known at this time whether anynew regulationregulation, if any, will be implemented or what form itthey willmight take,take. increasedChanges to the regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, it will benefit from them or be negatively affected by them.

In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally. On January 31, 2020, the United Kingdom (the “UK”) ended its membership in the European Union (“Brexit”). Under the terms of the withdrawal agreement negotiated and agreed between the UK and the European Union, the UK’s departure from the European Union was followed by a transition period (the “Transition Period”),period, which ran until December 31, 2020 and during which the UK continued to apply European Union law and was treated for all material purposes as if it were still a member of the European Union. On December 24, 2020, the European Union and UK governments signed a trade deal that became provisionally effective on January 1, 2021 and that now governs the relationship between the UK and European Union (the “Trade Agreement”). The Trade Agreement implements significant regulation around trade, transport of goods and travel restrictions between the UK and the European Union. Notwithstanding the foregoing, the longer term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the UK and in wider European markets for some time. In particular, Brexit could lead to calls for similar referendums in other European jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential further downgrading of the UK’s sovereign credit rating, could also have an impact on the performance of certain investments made in the UK or Europe.

In addition, various social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties. Such events, including rising trade tensions between the United States and China; other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries; the ongoing conflict between Russia and Ukraine; and ongoing conflict in the Middle East.East could adversely affect our business, financial condition or results of operations. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common stock to decline.

Following the November 2024 elections in the United States, the Republican Party controls the Presidency, the Senate and the House of Representatives. Despite political tensions and uncertainty, changes in federal policy, including tax policies, and positions of regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. In addition, in June 2024, the U.S. Supreme Court in Loper Bright Enterprises v. Raimondo reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, we cannot be sure whether there will be increased challenges to existing agency regulations or how lower courts will apply the Loper decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the U.S. Supreme Court's decision in Loper could significantly impact how federal agencies will regulate consumer protection, advertising, cybersecurity, artificial intelligence, privacy, anti-corruption and anti-money laundering practices and other regulatory regimes with which we are required to comply. Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us, and may require additional resources to ensure our continued compliance. Uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.

Our business is dependent on bank relationships and recent strain on the banking system and financial institutions in general may adversely impact us.

The financial markets have previously encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks that may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors in the past, there is no guarantee that the federal government will do so again in the future and other banks may be materially and adversely impacted. Our business is dependent on bank relationships. Continued strainStrain on the financial health of banks with which we (or our portfolio companies) do or may in the future do business may adversely impact our business, financial condition and results of operations.

PotentialThere significantis changesuncertainty inas to further actions that may be taken under the current U.S. tradepresidential policies and potential tariffs may create uncertainty regarding the relationship between the United States and certain other countriesadministration with respect to U.S. trade policies, treaties and tariffs.policy. These developments, or the perception that anyfurther of themaction could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. These factors could restrict our portfolio companies' access to suppliers or customers or increase the cost of such goods, which may have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact us.

SomeMost of our investments are and may be in the form of securities or loans that are not publicly traded, and these investments may not have a readily available market quotation. Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market quotation, at fair value as determined in good faith by our board of directors, including reflection of significant events affecting the value of our securities. We value our investments for which we do not have readily available market quotations quarterly, or more frequently as circumstances require, at fair value as determined in good faith by our board of directors in accordance with our valuation policy, which is at all times consistent with GAAP and the 1940 Act.

We borrow money as part of our business plan. Borrowings, also known as leverage, magnify the potential for gain or loss on invested equity capital and may, consequently, increase the risk of investing in us. We expect to continue to use leverage to finance our investments, through senior securities issued by banks and other lenders. Lenders of these senior securities have fixed dollar claims on our assets that are superior to claims of our common stockholders and we would expect such lenders to seek recovery against our assets in the event of default. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had it not been leveraged. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have had itwe not borrowed. Such a decline could adversely affect our ability to make common stock distribution payments. In addition, because our investments may be illiquid, we may be unable to dispose of them or to do so at a favorable price in the event we need to do so if we are unable to refinance any indebtedness upon maturity and, as a result, we may suffer losses. Leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities.

Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of interest expense and adjusted for unsettled securities purchased. The calculations in the table below are hypothetical. Actual returns may be higher or lower than those appearing below. The calculation assumes (i) $3,246.7$2,902.9 million in total assets as of December 31, 2024,2025, (ii) a weighted average cost of borrowings of 6.2%,5.9%, which assumes the weighted average interest rates as of December 31, 20242025 for the Unsecured Notes, the SBA-guaranteed debentures, the Holdings Credit FacilityFacility, the SBA-guaranteed debentures and the NMFC Credit Facility, and the interest rate as of December 31, 2024 for the 2022 Convertible Notes, (iii) $1,860.9$1,687.4 million in debt outstanding and (iv) $1,353.3$1,182.2 million in net assets.

We may want to obtain additional debt financing, or need to do so upon maturity of our credit facilities, in order to obtain funds which may be made available for investments. Our $200.0 million in 2021A Unsecured Notes willmatured matureand was repaid on January 29, 2026, our $75.0 million in 2022A Unsecured Notes will mature on June 15, 2027, our $115.0 million in 8.250% Unsecured Notes will mature on November 15, 2028, our $300.0 million in 6.875% Unsecured Notes will mature on February 1, 2029 and our $300.0 million in 6.200% Unsecured Notes will mature on October 15, 2027. The SBA-guaranteed debentures have ten year maturitiesmaturities. The SBA-guaranteed debentures held by SBIC I began to mature on March 1, 2025 and the SBA-guaranteed debentures held by SBIC II will begin to mature on MarchSeptember 1, 2025.2028. The Holdings Credit Facility and the 2022 Convertible Notes will mature on OctoberMarch 26,28, 2028 and October 15, 2025, respectively.2030. The NMFC Credit Facility will mature on June 4, 2026 for Non-Extending Lenders and on September 28, 2029 for Extending Lenders. Of the $638.5 million in the NMFC Credit Facility, $111.4 million has been committed by Non-Extending Lenders and $527.1 million has been committed by Extending Lenders.2029. If we are unable to increase, renew or replace any such facilities and enter into new debt financing facilities or other debt financing on commercially reasonable terms, our liquidity may be reduced significantly. In addition, if we are unable to repay amounts outstanding under any such facilities and are declared in default or are unable to renew or refinance these facilities, we may not be able to make new investments or operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or an operational problem that affects us or third parties, and could materially damage our business operations, results of operations and financial condition.

If the fair value of our assets declines substantially, we may fail to satisfy the asset coverage ratios imposed upon us by the 1940 Act and contained in the certain of the Unsecured Notes, Holdings Credit Facility, the 2022 Convertible NotesFacility and the NMFC Credit Facility. Any such failure would result in a default under such indebtedness and otherwise affect our ability to issue senior securities, borrow under our credit facilities and pay distributions, which could materially impair our business operations. Our liquidity could be impaired further by our inability to access the capital or credit markets. For example, we cannot be certain that we will be able to renew our credit facilities as they mature or to consummate new borrowing facilities to provide capital for normal operations, including new originations, or reapply for SBIC licenses. In recent years, reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. This market turmoil and tightening of credit have led to increased market volatility and widespread reduction of business activity generally in recent years. In addition, adverse economic conditions due to these disruptive conditions could materially impact our ability to comply with the financial and other covenants in any existing or future credit facilities. If we are unable to comply with these covenants, this could materially adversely affect our business, results of operations and financial condition.

SBIC II, SBIC II and SBIC IIIII are licensed by the SBA and are subject to SBA regulations.

On August 1, 2014 and2014, August 25, 2017,2017 and July 15, 2025, respectively, our wholly-owned direct and indirect subsidiaries, SBIC II, SBIC II and SBIC II,III, received licenses to operate as SBICs under the 1958SBIC Act and are regulated by the SBA. The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies, regulates the types of financing an SBIC can provide, prohibits investing in small businesses with certain characteristics or in certain industries and requires capitalization thresholds that limit distributions to us. Compliance with SBA regulations may cause SBIC II, SBIC II and SBIC IIIII to invest at less competitive rates in order to find investments that qualify under SBA regulations.

The SBA regulations require, among other things, an annual periodic examination of a licensed SBIC by an SBA examiner to determine the SBIC's compliance with the relevant SBA regulations, and the performance of a financial audit by an independent auditor. If SBIC II, SBIC II and SBIC IIIII fail to comply with applicable regulations, the SBA could, depending on the severity of the violation, limit or prohibit SBIC I'sI's, SBIC II's and SBIC II'sIII's use of the debentures, declare outstanding debentures immediately due and payable, and/or limit SBIC II, SBIC II and SBIC IIIII from making new investments. In addition, the SBA could revoke or suspend SBIC I's orI's, SBIC II's and SBIC III's licenses for willful or repeated violation of, or willful or repeated failure to observe, any provision of the 1958 Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us because SBIC II, SBIC II and SBIC IIIII are our wholly-owned direct and indirect subsidiaries.

SBA-guaranteed debentures are non-recourse to us, have a ten year maturity, and may be prepaid at any time without penalty. Pooling of issued SBA-guaranteed debentures occurs in March and September of each year. The interest rate of SBA-guaranteed debentures is fixed at the time of pooling at a market-driven spread over ten year U.S. Treasury Notes. Leverage through SBA-guaranteed debentures is subject to required capitalization thresholds. Legislation adopted in 2018 raised the amount that any single SBIC may borrow to two tiers of leverage capped from $150.0 million to $175.0 million, subject to SBA approval, where each tier is equivalent to the SBIC's regulatory capital, which generally equates to the amount of equity capital in the SBIC. Currently, the SBIC I and SBIC II operate under the prior $150.0 million cap. SBIC III operates under the $175.0 million cap. The amount of SBA-guaranteed debentures that SBICs under common control can have outstanding is $350.0 million, subject to SBA approval.

SBIC II, SBIC II and SBIC IIIII may be unable to make distributions to us that will enable us to meet or maintain our RIC tax treatment.

In order for us to continue to qualify for tax benefits available to RICs and to minimize U.S. federal income tax, we generally must timely distribute to our stockholders, for each taxable year, at least 90.0% of our "investment company taxable income", which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, including investment company taxable income from SBIC II, SBIC II and SBIC II.III. We will be partially dependent on SBIC II, SBIC II and SBIC IIIII for cash distributions to enable us to meet the RIC distribution requirements. SBIC II, SBIC II and SBIC IIIII may be limited by SBA regulations governing SBICs from making certain distributions to us that may be necessary to maintain our tax treatment as a RIC. We may have to request a waiver of the SBA's restrictions for SBIC II, SBIC II and SBIC IIIII to make certain distributions to maintain our RIC tax treatment. We cannot assure you that the SBA will grant such waiver and if SBIC II, SBIC II and SBIC IIIII are unable to obtain a waiver, compliance with the SBA regulations may result in our income being subject to U.S. federal income tax imposed at corporate rates.

We rely on exemptive relief granted to us, the Investment Adviser and certain of itsour affiliates by the SEC that allows us to engage in co‑investment transactions with other affiliated funds of the Investment Adviser, subject to certain terms and conditions. However, while the terms of the exemptive relief require that the Investment Adviser will be given the opportunity to cause us to participate in certain transactions originated by affiliates of the Investment Adviser, the Investment Adviser may determine that we will not participate in those transactions and for certain other transactions (as set forth in guidelines approved by the Boardboard of directors) the Investment Adviser may not have the opportunity to cause us to participate.

We may issue debt securities, preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities", up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150.0% after each issuance of senior securities (which means we can borrow $2 for every $1 of our equity). As a result of our SEC exemptive order, we are permitted to exclude the senior securities issued by SBIC II, SBIC II and SBIC IIIII, if any, from the definition of senior securities in the 150.0% asset coverage ratio we are required to maintain under the 1940 Act. If our asset coverage ratio is not at least 150.0%, we would be unable to issue additional senior securities, and certain provisions of certain of our senior securities may preclude us from making distributions to our stockholders. For example, our 2021A Unsecured Notes contained and 2022A Unsecured Notes contain a covenant that prohibits us from declaring or paying a distribution to our stockholders unless we satisfy the asset coverage ratio immediately after the distribution, and the 8.250% Unsecured Notes contain a covenant that would be triggered if we declare or pay a distribution to our stockholders resulting in an asset coverage ratio of less than 150.0% for more than six consecutive months. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be disadvantageous.

In December 2015 the United Nations adopted a climate accord (the "Paris Agreement") with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. The current presidential administration has announced the United States would cease participation. Additionally, the Inflation Reduction Act of 2022 included several measures designed to combat climate change, including restrictions on methane emissions. As a result, some of our portfolio companies may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues, which may, in turn, impact their ability to make payments on our investments.

Additionally, in June 2018, legislation amending the 1958SBIC Act increased the individual leverage limit available to a single SBIC from $150.0 million to $175.0 million, subject to SBA approval. SBICs are generally eligible to borrow up to the individual leverage limit as long as the licensee satisfies the required amount of regulatory capital (equal to $75.0 million for SBIC I and SBIC II and $87.5 million for SBIC III), has received a capital commitment from the SBA, and has been through an examination by the SBA subsequent to licensing. SBIC I and SBIC II operate under the prior $150.0 million cap. SBIC III operates under the $175.0 million cap. The maximum leverage available to a "family" of affiliated SBIC funds is $350.0 million, subject to SBA approval. We may issue additional SBIC debentures above the $300.0 million of SBA-guaranteed debentures currently permitted, pending application for and receipt of any additional SBIC licenses. Ifif we incur this additional indebtedness in the future, your risk of an investment in our securities may increase.

Additionally, there continues to be significant evolution and developments in the use of artificial intelligence technologies and machine learning (collectively "AI Technologies") including generative artificial intelligence such as ChatGPT. WeThe cannotrapid fully determine the impactdevelopment of suchAI evolvingTechnologies technologymay cause cybersecurity attached and related risks more difficult to ourdetect, businesscontain atand this time.mitigate.

•may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood ofthat uswe realizingrealize any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of any equity components of our investments;

•generally have less predictable operating results, may from time to time be parties to litigation, or may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence;

Our portfolio may be concentrated in a limited number of industries. For example, as of December 31, 2024,2025, our investments in the software and the healthcarebusiness services industries represented approximately 27.4%19.2% and 16.2%,18.8%, respectively, of the fair value of our portfolio. A downturn in any particular industry in which we are invested could significantly impact the portfolio companies operating in that industry, and accordingly, the aggregate returns that we realize from our investment in such portfolio companies.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to, among other things, (i) increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company, (ii) exercise warrants, options or convertible securities that were acquired in the original or subsequent financingfinancing, or (iii) preserve or enhance the value of our initial and overall investment. We may elect not to make follow-on investments or may otherwise lack sufficient funds to make these investments. We have the discretion to make follow-on investments, subject to the availability of capital resources, and the limitations of the 1940 Act. If we fail to make follow-on investments, the continued viability of a portfolio company and our initial investment or may, in some circumstances, result in a missed opportunity for us to increase our participation in a successful operation and our expected return on the investment may be reduced. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because of regulatory, tax, diversification or asset profiles or we may not want to increase our concentration of risk, either because we prefer other opportunities or because we are subject to BDC requirements that would prevent such follow-on investments or such follow-on investments would adversely impact our ability to qualify for or maintain our RIC status.

There can be no assurance that we will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during our efforts to monitor the portfolio investment on an ongoing basis or that any risk management procedures implemented by us will be adequate. In the event of fraud by any portfolio company or any of its affiliates, we may suffer a partial or total loss of capital invested in that portfolio company. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of our securities and/or instruments in such portfolio company. We rely upon the accuracy and completeness of representations made by portfolio companies and/or their former owners in the due diligence process to the extent reasonable when it makesmaking our investments, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to us may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.

In 2020, the SEC adopted Rule 18f-4 under the 1940 Act, which relates to the use of derivatives and other transactions that create future payment or delivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, for which compliance was required beginning in August 2022, BDCs that use derivatives are subject to a value-at-risk leverage limit, certain derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the 1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the aforementioned requirements of Rule 18f-4.

These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price for our common stock. Certain of the the Unsecured Notes, the Holdings Credit Facility and the NMFC Credit Facility also include covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, make restricted payments, create liens on assets, make investments, make acquisitions and engage in mergers or consolidations. The Unsecured Notes (excluding the 8.250% Unsecured Notes), the Holdings Credit Facility and the NMFC Credit Facility also include change of control provisions that accelerate the indebtedness (or require prepayment of such indebtedness) under these agreements in the event of certain change of control events.

The Investment Adviser is a wholly-owned subsidiary of New Mountain Capital. New Mountain Capital is a global investment firm with overapproximately $55$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.

•New Mountain Finance SBIC, L.P. ("SBIC I") and, 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 "1958SBIC Act") and their general partners, New Mountain Finance SBIC G.P., L.L.C. ("SBIC I GP") and, 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 Ancora Holdings, Inc. ("NMF Ancora"), NMF QID NGL Holdings, Inc. ("NMF QID"), NMF YP Holdings, Inc. ("NMF YP"), NMF Permian Holdings, LLC ("NMF Permian"), NMF HB, Inc. ("NMF HB"), NMF TRM, LLC ("NMF TRM"),and NMF Pioneer, Inc. ("NMF Pioneer") and NMF OEC, Inc. ("NMF OEC"), 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 Net Lease Corporation ("NMNLC") is, a majority-owned consolidated subsidiary of ours, which acquires commercial real estate properties that are subject to "triple net" leasesleases, 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.

Similar to us, the investment objective of each of SBIC II, SBIC II and SBIC IIIII is to generate current income and capital appreciation under the investment criteria we use. However, investments made by SBIC II, SBIC II and SBIC II investmentsIII must be in SBA eligible small businesses. Our portfolio may be concentrated in a limited number of industries. As of December 31, 2024, our top five industry concentrations were software, healthcare, business services, investment funds (which includes our investments in our joint ventures) and consumer services.

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 hasinitially had a five year investment period and will continue in existence until JulyAugust 8,7, 2029.2030. On JulyAugust 3,6, 2024,2025, the investment period was extended until JulyAugust 8,7, 2027.2028. The investment period may be extended for up to one additional year pursuantsubject to certain terms of the SLP III Agreement.conditions.

On MayAugust 2,6, 2018,2025, SLP III entered into itsan revolvingamendment creditto facilityadd witha Citibank,subordinate N.A.lender (“Class B lenders”) to the existing lender (“Class A lenders”). As of the amendment on JulyAugust 3,6, 2024, the maturity date of2025, SLP III's revolving credit facility washad extendeda frommaximum Januaryborrowing 8,capacity 2026of $941.0 million of which $830.0 million of the facility amount is attributed to JanuaryClass 8,A 2029,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 the Secured Overnight Financing Rate ("SOFR") plus 1.50%, and after the reinvestment period wasClass extendedA fromadvances Julywill 8,bear 2026interest toat Julya 8,rate 2027.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 bearsbore interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 1.65%, and after the reinvestment period it will bearbore interest at a rate of SOFR plus 1.95%. From June 23, 2023 to July 3, 2024, during the reinvestment period, the credit facility bore interest at a rate of SOFR plus 1.80%, and after the reinvestment period it bore interest at a rate of SOFR plus 2.10%. Prior to the amendment on June 23, 2023, the facility bore interest at a rate of LIBOR plus 1.60% per annum during the reinvestment period and LIBOR plus 1.90% per annum after the reinvestment period. As of December 31, 2024, SLP III's revolving credit facility had a maximum borrowing capacity of $600.0 million. As of December 31, 2024 and December 31, 2023, SLP III had total investments with an aggregate fair value of approximately $715.1 million and $636.6 million, respectively, and debt outstanding under its credit facility of $511.2 million and $453.2 million, respectively. As of December 31, 2024 and December 31, 2023, none of SLP III's investments were on non-accrual. Additionally, as of December 31, 2024 and December 31, 2023, SLP III had unfunded commitments in the form of delayed draws of $2.7 million and $1.1 million, respectively.

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 MayJuly 5,11, 2029.2030. On MarchJuly 15,11, 2024,2025, the investment period was extended until MayJuly 5,11, 20272028. pursuantThe investment period may be extended for up to theone termsadditional ofyear thesubject SLPto IVcertain Agreement.conditions.

On May 5, 2021, SLP IV entered into a $370.0 million revolving credit facility with Wells Fargo Bank, National Association which matures on March 27, 2029. As of the amendment on December, 20, 2024, the facility bears interest at a rate of SOFR plus 1.50%. From March 27, 2024 to December 20, 2024, the facility bore interest at a rate of SOFR plus 1.90%. From April 28, 2023 to March 27, 2024, the facility bore interest at a rate of SOFR plus 1.70%. Prior to the amendment on April 28, 2023, the facility bore interest at a rate of LIBOR plus 1.60% per annum. As of December 31, 20242025 and December 31, 2023,2024, SLP IV had total investments with an aggregate fair value of approximately $469.3$641.5 million and $467.9$469.3 million, respectively, and debt outstanding under its credit facility of $334.4$471.7 million and $306.5$334.4 million, respectively. As of December 31, 20242025 and December 31, 2023,2024, none of SLP IV’s investments were on non-accrual. Additionally, as of December 31, 20242025 and December 31, 2023,2024, SLP IV had unfunded commitments in the form of delayed draws of $1.2$4.8 million and $0.8$1.2 million, respectively.

See Item 8.—Financial Statements and Supplementary Data—Note 3. Investments in this Annual Report on Form 10-K for a listing of the individual investments in SLP IV's consolidated portfolio as of December 31, 20242025 and December 31, 2023,2024, and additional information on certain summarized financial information for SLP IV as of December 31, 20242025 and December 31, 2023,2024, and for the years ended December 31, 2024,2025, December 31, 2023,2024, and December 31, 2022.2023.

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 collectability. 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 years ended December 31, 20242025 and December 31, 2023,2024, we recognized PIK and non-cash interest from investments of approximately $36.9$30.2 million and $33.6$36.9 million, respectively, and PIK and non-cash dividends from investments of approximately $31.6$29.0 million and $27.4$31.6 million, respectively.

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 is paid and, in management’s judgment, are likely to remain current.

As of December 31, 2024,2025, all investments in our portfolio had a Green Risk Rating with the exception of five portfolio companies that had a Yellow Risk Rating,Rating and sixnine portfolio companies that had an Orange Risk Rating. As of December 31, 2024,2025, no portfolio companies had a Red Risk Rating.

During the second quarter of 2024,2022, we placed our investmentsecond lien positions in ourNational junior preferred shares in Eclipse Topco Holdings,HME, Inc. (fka"National Transcendia Holdings, Inc.) ("TranscendiaHME") on non-accrual status. As of December 31, 2024,2025, our juniorsecond preferredlien sharesposition in TranscendiaNational HME had an aggregate cost basis of $2.6$7.9 million, an aggregate fair value of $2.7$0.0 million and total unearned interest income of $0.3$2.1 million for the year then ended. As of December 31, 2024,2025, our investment in TranscendiaNational HME had aan GreenOrange Risk Rating.

Our total investment income decreased by approximately $3.2$44.6 million for the year ended December 31, 20242025 as compared to the yearsame endedperiod Decemberin 31,prior 2023.year. For the year ended December 31, 2024,2025, total investment income of $371.7$327.1 million consisted of approximately $231.3$200.6 million in cash interest from investments, approximately $36.9$30.2 million in PIK and non-cash interest from investments, approximately $0.7$0.4 million in prepayment fees, net amortization of purchase premiums and discounts of approximately $7.4$8.8 million, approximately $52.5$49.3 million in cash dividends from investments, approximately $31.6$29.0 million in PIK and non-cash dividends from investments and approximately $11.3$8.8 million in other income. The decrease in interest income of approximately $14.6$36.1 million from the year ended December 31, 2023 to the year ended December 31, 2024, was primarily due to slightlya lower invested asset base, along with lower all-in yields on the portfolio. The increasedecrease in dividend income from the year ended December 31, 2023 to the year ended December 31, 2024 was primarily drivendue by an increase in PIK dividends and an increase in cash dividends from our investments in SLP III and SLP IV, partially offset byto a decrease in preferred equity investments held, along with a cash dividendsdistribution received in 2024 from our common shares investment in NMNLC.OA Topco, L.P. Other income during the year ended December 31, 2024,2025, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront, consent and amendment fees received from 6236 different portfolio companies.

Our total net operating expenses increaseddecreased by approximately $10.8$35.0 million for the year ended December 31, 20242025 as compared to the yearsame endedperiod Decemberin 31,prior 2023.year. Our management fee, net of atotal management fee waiver, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, remained relatively flat. Our incentive fee decreased by $1.9approximately $3.3 million for the year ended December 31, 2024 as2025 compared to the yearsame endedperiod Decemberin 31,prior 2023.year. The decrease in incentivetotal feesmanagement fee was primarily attributable to a lower invested asset base. Our total incentive fee decreased by $18.4 million, which was primarily attributable to an incentive fee waiver by the Investment Adviser, along with a decrease in net investment income.

Interest and other financing expenses increaseddecreased by approximately $11.9$12.9 million duringwhich thewas yearprimarily ended December 31, 2024 as comparedattributable to thea yeardecrease endedin Decembertotal 31,outstanding 2023, asborrowings, a result of the acceleration of financing costs upon termination of the DB Credit Facility, an increasedecrease in our cost of borrowings due to higherlower SOFR rates on our floating rate facilities, our 8.250% Unsecured Notes, issued on November 13, 2023facilities and our 6.875% Unsecured Notes, issued on February 1, 2024, partially offset byrefinancing the repaymentNMFC ofCredit ourFacility 2019Aand UnsecuredHolding NotesCredit onFacility Februaryto 5,lower 2024.applicable spreads. Our total professional fees, administrative fees, net of expenses waived and reimbursed, and other general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 remained relatively flat.consistent period over period.

Our net realized gains and unrealized gains and losses resulted in a net loss of approximately $119.3 million for the year ended December 31, 2025 compared to the net realized gains and losses and unrealized gains resultedand losses resulting in a net loss of approximately $31.5 million for the year ended December 31, 2024 compared to the net realized losses and unrealized gains resulting in a net loss of approximately $23.8 million for the same period in 2023.2024. As movement in unrealized appreciation or depreciation can be the result of realizations, we look at net realized and unrealized gains or losses together. The net loss for the year ended December 31, 2025 was primarily driven by realized losses in Notorious Topco, LLC and unrealized depreciation in TVG-Edmentum Holdings, LLC ("Edmentum") and ACI Parent Inc., partially offset by realized gains in OA Topco, L.P. and unrealized appreciation in HS Purchaser, LLC ("Helpsystems"). The provision for income taxes was primarily attributable to our equity investments held as of December 31, 2025 in five of our corporate subsidiaries. The net loss for the year ended December 31, 2024 was primarily driven by realized losses in New Trojan Parent, Inc., TMK Hawk Parent, Corp.,Corp. and Transcendia and unrealized depreciation in TVG-EdmentumEdmentum, Holdings, LLC ("Edmentum"), HS Purchaser, LLC,Helpsystems, New Permian Holdco, Inc. ("Permian") and New Benevis Holdco, Inc.,Inc, partially offset by realized gains in Haven Midstream Holdings LLC and unrealized appreciation in NM GP Holdco, LLC, UniTek,UniTek Global Services, Inc., HB Wealth Management, LLC and CentralSquare Technologies, LLC. The provision for income taxes was primarily attributable to our equity investments that are held as of December 31, 2024 in eight of our corporate subsidiaries. The net loss for the year ended December 31, 2023 was primarily driven by a realized loss in Ansira Holdings, Inc. and unrealized depreciation on our investments in Edmentum and New Trojan Parent Inc., which was partially offset by unrealized appreciation in UniTek and CentralSquare Technologies, LLC. The provision for income taxes was primarily attributable to our equity investments that are held as of December 31, 2023 in eight of our corporate subsidiaries. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.

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 shareholders 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 II, SBIC II and SBIC IIIII 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, the 2022 Convertible Notes and certain of the Unsecured Notes (as defined below) 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 December 31, 2024,2025, our asset coverage ratio was 186.70%.179.20%.

As of December 31, 20242025 and December 31, 2023,2024, our borrowings consisted of the 2019A Unsecured Notes (repaid on February 5, 2024), 2021A Unsecured Notes, 2022A Unsecured Notes, 8.250% Unsecured Notes, 6.875% Unsecured Notes, 6.200% Unsecured Notes, SBA-guaranteed debentures, Holdings Credit Facility, 2022SBA-guaranteed Convertible Notes,debentures, NMFC Credit Facility, Unsecured Management Company Revolver,Revolver DBand Creditthe Facility2022 Convertible Notes (repaid and terminated on SeptemberOctober 30,15, 2024) and NMNLC Credit Facility II (repaid and terminated on November 22, 20242025). See Item 8—Financial Statements and Supplementary Data—Note 7. Borrowings in this Annual Report on Form 10-K for additional information.

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, the Company 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 sharessell, 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 year ended December 31, 2025, we did not sell any shares of common stock under the Distribution Agreement. For the year ended December 31, 2024, we sold 5,292,556 shares of common stock under the Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $67.7 million, including $0.0 million of offering expenses from these sales. For the year ended December 31, 2023, we sold 1,621,833 shares of common stock under the Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $21.2 million, including $0.0 million of offering expenses from these sales.

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 December 31, 20242025 and December 31, 2023,2024, we had outstanding commitments to third parties to fund investments totaling $243.7$211.1 million, which included €7.5 million denominated in EUR that has been converted to U.S. dollars, and $156.8$243.7 million, respectively, under various undrawn revolving credit facilities, delayed draw commitments or other future funding commitments.

(1)$200.0 million of the 2021A Unsecured Notes willmatured matureand were repaid on January 29, 2026 unless earlier repurchased,2026, $75.0 million of the 2022A Unsecured Notes will mature on June 15, 2027 unless earlier repurchased, $115.0 million of the 8.250% Unsecured Notes will mature on November 15, 2028 unless earlier redeemed, $300.0 million of the 6.875% Unsecured Notes will mature on February 1, 2029 unless earlier redeemed and $300.0 million of the 6.200% Unsecured Notes will mature on October 15, 2027 unless earlier redeemed.

(32)Under the terms of the $730.0 million Holdings Credit Facility, all outstanding borrowings under that facility ($294.4$420.1 million as of December 31, 20242025) must be repaid on or before OctoberMarch 26,28, 2028.2030. As of December 31, 2024,2025, there was approximately $435.6$309.9 million of possible capacity, subject to borrowing base limitations, remaining under the Holdings Credit Facility.

(54)Under the terms of the $638.5$527.1 million NMFC Credit Facility, all outstanding borrowings under that facility ($27.9$81.1 million, which included €16.5 million denominated in EUR and £8.7 million denominated in GBP that have been converted to U.S. dollars as of December 31, 20242025) must be repaid on or before June 4, 2026 for Non-Extending Lenders and on or before September 28, 2029 for Extending Lenders.2029. As of December 31, 2024,2025, there was approximately $610.6$446.0 million of available capacity remaining, subject to borrowing base limitations, under the NMFC Credit Facility.

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 restatedrestated, (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.

(2)Includes regular quarterly distributions of $0.32 per share and supplemental distributions related to prior quarter earnings of $0.01, $0.02, $0.02, $0.04, $0.04, $0.04, $0.03$0.02 for the third quarter of 2024, second quarter of 2024,2024 and first quarter of 2024, fourth quarter of 2023, third quarter of 2023, second quarter of 2023 and first quarter of 2023, respectively.

•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,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 Advisory 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 8— Financial Statements—Note 5. Agreements for details.

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. OnThe OctoberCompany 8,may 2019,be prohibited under the SEC1940 issuedAct from participating in certain transactions with its 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, the Company, the Investment Adviser and certain of their affiliates were granted an order for exemptive relief that superseded the prior order for exemptive relief (the “Exemptive Order”), whichby supersededthe aSEC. priorThe orderExemptive issuedOrder onallows Decemberthe 18, 2017, which permits usCompany to co-invest in portfoliocertain companiesnegotiated transactions with certainother funds or entities managed by the Investment Adviser or itscertain affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subjectpursuant to the conditions of the Exemptive Order. Pursuant to thesuch Exemptive Order, wethe areCompany generally is permitted to co-invest with ourcertain of its 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 ourthe independentboard of directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, thatfindings (1) in most instances when the Company co-invests with its affiliates in an issuer where an affiliate of the Company has an existing investment in the issuer, and (2) if the Company disposes 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, the Company has adopted, and the board of directors has approved, policies and procedures reasonably designed to ensure compliance with the terms of the potentialExemptive co-investmentOrder, transaction, includingand the considerationInvestment Adviser and the Company’s Chief Compliance Officer will provide reporting to bethe paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respectboard of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies. The Exemptive Order was amended on August 30, 2022 to permit us to complete follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company, subject to certain conditions.directors.

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 December 17, 2021, we entered into Amendment No. 1 to the Amended and Restated Uncommitted Revolving Loan Agreement with NMF Investments III, L.L.C., which lowered the interest rate and extended the maturity date from December 31, 2022 to December 31, 2024. 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 8 — Financial Statements and Supplementary Data — Note 7. Borrowings, for discussion of the Unsecured Management Company Revolver.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results, including the Risk Factor titled "Small Business Credit Availability Act allows us to incur additional leverage, which could increase the risk of investing in our securities". The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results. There have been no material changes during the threesix months ended MarchJune 31,30, 2026 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 MarchJune 31,30, 2026, we have raised approximately $1,034.6 million in net proceeds from additional offerings of our common stock.

Our portfolio may be concentrated in a limited number of industries. As of MarchJune 31,30, 2026, our top five industry concentrations were business services, software, healthcare, software, investment funds (which includes our investments in our joint ventures) and consumer services.

As of MarchJune 31,30, 2026, our net asset value was approximately $1,043.5$1,028.2 million and our portfolio had a fair value, as determined in good faith by the board of directors, of approximately $2,313.4$2,289.8 million in 114112 portfolio companies, with a weighted average yield to maturity at cost for income producing investments ("YTM at Cost") of approximately 11.1% and a weighted average yield to maturity at cost for all investments ("YTM at Cost for Investments") of approximately 9.5%.9.9%. 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 secured collateralized agreements, 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 Interbank 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.

On AprilJuly 22,21, 2026, our board of directors declared a secondthird quarter 2026 distribution of $0.25 per share payable on JuneSeptember 30, 2026 to holders of record as of JuneSeptember 16, 2026.

See Item 1.—Financial Statements and Supplementary Data—Note 4. Fair Value in this Quarterly Report on Form 10-Q for additional information on fair value hierarchy as of MarchJune 31,30, 2026.

See Item 1.—Financial Statements and Supplementary Data—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 MarchJune 31,30, 2026.

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 MarchJune 31,30, 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 MarchJune 31,30, 2026 and December 31, 2025.

As of MarchJune 31,30, 2026 and December 31, 2025, SLP III had total investments with an aggregate fair value of approximately $976.7$919.8 million and $941.4 million, respectively, and debt outstanding under its credit facility of $821.7$800.7 million and $672.7 million, respectively. Additionally, as of MarchJune 31,30, 2026 and December 31, 2025, SLP III had unfunded commitments in the form of delayed draws of $7.1$4.4 million and $6.9 million, respectively.

During the first quarter of 2026, SLP III placed its first lien positions in Convey Health Solutions, Inc. ("Convey") on non-accrual status. As of MarchJune 31,30, 2026, SLP III's first lien positions in Convey had total unearned income of $0.2 million and $0.4 million, respectively, for the three and six months then ended.

Below is a summary of SLP III's portfolio as of MarchJune 31,30, 2026 and December 31, 2025:

See Item 1.—Financial Statements and Supplementary Data—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 MarchJune 31,30, 2026 and December 31, 2025 and additional information on certain summarized financial information for SLP III as of MarchJune 31,30, 2026 and December 31, 2025 and for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

SLP IV is capitalized with equity contributions which were transferred and contributed from its members. As of MarchJune 31,30, 2026, we and SkyKnight Alpha have transferred and contributed $112.4 million and $30.6 million, respectively, of their 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 MarchJune 31,30, 2026 and December 31, 2025.

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 has 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.Aslenders. 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 MarchJune 31,30, 2026 and December 31, 2025, SLP IV had total investments with an aggregate fair value of approximately $655.1$625.0 million and $641.5 million, respectively, and debt outstanding under its credit facility of $545.1$534.1 million and $471.7 million, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, none of SLP IV’s investments were on non-accrual. Additionally, as of MarchJune 31,30, 2026 and December 31, 2025, SLP IV had unfunded commitments in the form of delayed draws of $4.9$2.7 million and $4.8 million, respectively.

During the first quarter of 2026, SLP IV placed its first lien positions in Convey on non-accrual status. As of MarchJune 31,30, 2026, SLP IV's first lien positions in Convey had total unearned income of $0.1 million and $0.2 million, respectively, for the three and six months then ended.

Below is a summary of SLP IV's consolidated portfolio as of MarchJune 31,30, 2026 and December 31, 2025:

See Item 1.—Financial Statements and Supplementary Data—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 MarchJune 31,30, 2026 and December 31, 2025 and additional information on certain summarized financial information for SLP IV as of MarchJune 31,30, 2026 and December 31, 2025 and for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

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 MarchJune 31,30, 2026.

Below is certain summarized property information for NMNLC as of MarchJune 31,30, 2026:

We follow the guidance in Accounting Standards Codification Topic 860, Transfers and Servicing—Secured Borrowing and Collateral ("ASC 860") 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. AsUpon ofthe Marchcounterparty's 31,failure 2026to andperform Decemberits 31,contractual 2025,obligation weto heldrepurchase onethe collateral, our asset no longer represents an interest-bearing collateralized agreement to resell withbut ainstead cost basis of $30.0 million and $30.0 million, respectively, and a fair value of $5.7 million and $13.5 million, respectively. The collateralized agreement to resell is on non-accrual. The collateralized agreement to resell is 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 breachedrepresents its agreement to repurchase the collateral under the collateralized agreement. The default by the private hedge fund did not release the collateral to us, therefore, we do not have full rights and title to the collateral. Acontractual 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 monitorin the liquidation process of the private hedge fund. The fair value of the collateralized agreement to resell is reflective of the increased risk of the position.proceedings.

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. TheAs SPPa Agreementresult wasof restoredthe settlement and isthe incounterparty's effect since repayment has not been made. We continuefailure to exercisesatisfy ourits contractual obligations, the Company's rights under the SPP Agreement andhave continuebeen toconverted monitorinto a contractual claim being pursued through the Cayman Islands liquidation processproceedings. ofAccordingly, we no longer classify the privateasset hedgeas fund.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 MarchJune 31,30, 20262026, 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 $14.5 million, respectively, and a fair value of $2.8 million and $6.5 million, respectively, which is reflective of the higher inherent risk in this transaction.million.

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 collectability. 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 six months ended MarchJune 31,30, 2026 we recognized PIK interest from investments of approximately $5.4 million and March$10.6 31,million, respectively, and PIK dividends from investments of approximately $4.9 million and $10.2 million, respectively. For the three and six months ended June 30, 2025 we recognized PIK interest from investments of approximately $5.1$6.9 million and $7.6$14.5 million, respectively, and PIK dividends from investments of approximately $5.3$6.6 million and $8.2$14.8 million, respectively.

The following table shows the Risk Rating of our portfolio companies as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, all investments in our portfolio had a Green Risk Rating with the exception of eightthirteen portfolio companies that had a Yellow Risk Rating, nineseven portfolio companies that had an Orange Risk Rating and one portfolio company that had a Red Risk Rating.

As of MarchJune 31,30, 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. As of MarchJune 31,30, 2026, our positions in AAC on non-accrual status had total unearned interest income of $1.4 million and $2.8 million, respectively, for the three and six months then ended. As of MarchJune 31,30, 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. As of MarchJune 31,30, 2026, our junior preferred shares in Transcendia had total unearned income of $0.1 million and $0.2 million, respectively, for the three and six months then ended. As of MarchJune 31,30, 2026, our investment in Transcendia had a Green Risk Rating.

During the first quarter of 2026, we placed our first lien positions in Convey on non-accrual status. As of MarchJune 31,30, 2026,our2026, our first lien positions in Convey had total unearned income of $0.3$0.4 million and $0.7 million, respectively, for the three and six months then ended. As of MarchJune 31,30, 2026, our investment in Convey had a Red Risk Rating.

The fair value of our investments, as determined in good faith by our board of directors, was approximately $2,313.4$2,289.8 million in 114112 portfolio companies at MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

On March 10, 2026, we completed our previously announceda sale of approximately $468.0 million of assets held by us and our wholly-owned subsidiary, NMFH, at 94% of the fair value of such assets as of December 31, 2025 (the “Asset Sale”). The Asset Sale was completed pursuant to a definitive agreement, dated February 21, 2026, by and between 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 (the “Purchaser”), pursuant to which the Purchaser acquired full or partial investments in fifteen portfolio companies.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Our total investment income decreased by approximately $16.9$22.0 million, or 20%,26%, for the three months ended MarchJune 31,30, 2026 as compared to the same period in the prior year. For the three months ended MarchJune 31,30, 2026, total investment income of approximately $68.8$61.5 million consisted of approximately $41.5$35.6 million in cash interest from investments, approximately $5.1$5.4 million in PIK interest from investments, net amortization of purchase premiums and discounts of approximately $1.4$2.4 million, approximately $13.7$11.0 million in cash dividends from investments, approximately $5.3$4.9 million in non-cash dividends from investments and approximately $1.8$2.2 million in other income. The decrease in interest income of approximately $13.5$19.5 million was primarily due to a lower invested asset base as a result of prior period repayments combined with the sale of assets to a third-party purchaser from the Asset Sale, which included full or partial investments in fifteen of our portfolio companies.Sale. The decrease in dividend income of approximately $1.9$3.4 million was primarily due to a decrease in preferred equity investments held. Other income during the three months ended June 30, 2026, which represents fees that are generally non-recurring in nature, was primarily attributable to upfront and amendment fees received from 13 different portfolio companies.

Our total net operating expenses decreased by approximately $12.8$12.1 million for the three months ended MarchJune 31,30, 2026 as compared to the same period in the prior year. Our total net management fee decreased by approximately $1.7$2.4 million for the three months ended MarchJune 31,30, 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 $6.7$1.0 million for the three months ended MarchJune 31,30, 2026 as compared to the same period in the prior year. OurThe fulldecrease incentivein feeincentives fees was waivedprimarily forattributable to the threedecrease monthsin endedinvestment Marchincome 31,due 2026.to a lower invested asset base.

Interest and other financing expenses decreased by approximately $3.9$8.6 million for the three months ended MarchJune 31,30, 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.

Our net realized losses and unrealized gains and losses resulted in a net loss of approximately $81.4$7.1 million for the three months ended MarchJune 31,30, 2026 compared to net realized gains and unrealized gains and losses resulting in a net loss of approximately $11.1$26.7 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 unrealized gains or losses together. The net loss for the three months ended MarchJune 31,30, 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, unrealized depreciation in the collateralized agreement with PPVA Fund, L.P., PPVA Black Elk (Equity) LLC, SLP IVConvey and AffordableKnockout Care,Intermediate Holdings I Inc. ("Kaseya"), partially offset by unrealized appreciationgains in New Benevis Holdco, Inc. and UniTek Global Services, Inc. ("UniTek") and RLG Holdings, LLC ("Resource Label Group"). The provision for income taxes was attributable to equity investments that are held as of MarchJune 31,30, 2026 in five of our corporate subsidiaries. The net loss for the three months ended MarchJune 31,30, 2025 was primarily driven by unrealized depreciation in UniTek, TVG-Edmentum Holdings, LLC ("Edmentum"), ACI Parent Inc. and New Permian Holdco, Inc., partially offset by unrealizedrealized appreciationgains in OA BuyerTopco, and HS Purchaser, LLC.L.P. The provision for income taxes was attributable to equity investments that are held as of MarchJune 31,30, 2025 in eight of our corporate subsidiaries. See Monitoring of Portfolio Investments above for more details regarding the health of our portfolio companies.

Since our IPO, and through MarchJune 31,30, 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 shareholders 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, the 2022 Convertible NotesFacility 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 MarchJune 31,30, 2026, our asset coverage ratio was 189.0%.186.2%.

As of MarchJune 31,30, 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. See Item 1—Financial Statements —Note 7. Borrowings in this Quarterly Report on Form 10-Q for additional information.

At MarchJune 31,30, 2026 and December 31, 2025, we had cash and cash equivalents of approximately $51.1$64.8 million and $80.7 million, respectively. Our cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 was approximately $401.4$425.8 million and $103.9$144.3 million, respectively. We expect that all current liquidity needs will be met with cash flows from operations and other activities.

For the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 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 MarchJune 31,30, 2026, shares representing approximately $258.0 million of our common stock remain available for issuance and sale under the Distribution Agreement.