MidCap Financial Investment Corp

Current report

The consummation of the Mergers is subject to the satisfaction or waiver of certain conditions, including conditions that are not under our control. If the Mergers do not close, we will not benefit from the expenses incurred in their pursuit.

Current report

While we expect to complete the Mergers in the first half of 2027, there can be no assurances as to the exact timing, or that the Mergers will be completed at all. The completion of the Mergers is subject to certain conditions, including approval by our stockholders holding a majority of the outstanding shares of MFIC Common Stock. Please see "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 10. Subsequent Events" for more information on the Mergers. We intend to complete the Mergers as soon as possible but we cannot assure stockholders that the conditions required to complete the Mergers will be satisfied or waived on the anticipated schedule, or at all.

Current report

If the Mergers are not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Mergers, including legal and accounting fees and other related charges. Many of such charges will be incurred even if the Mergers are not completed. In certain circumstances, we will be required to pay a termination fee to ARCC in connection with the termination of the Merger Agreement. If the Mergers do not close, we will not benefit from the substantial expenses incurred in their pursuit.

Current report

The combined company may be unable to realize the benefits anticipated from the Mergers, or it may take longer than anticipated to achieve such benefits.

Current report

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of our investment portfolio with ARCC’s investment portfolio and the integration of our business with ARCC’s business. There can be no assurance that our investment portfolio or business can be operated profitably or integrated successfully into ARCC’s investment portfolio or business in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the management of the day-to-day business and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including but not limited to, incurring unexpected costs or delays in connection with such integration and failure of our investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

Current report

Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers, and the value of the Merger Consideration will not be adjusted for certain changes in our net asset value.

Current report

If the Mergers are completed, ARCC will issue shares of ARCC Common Stock to our stockholders as part of the Merger Consideration, in addition to certain cash consideration expected to be funded by ARCC’s external investment adviser or an affiliate thereof. As a result, our existing stockholders will hold a substantially smaller percentage ownership interest and effective voting power in the combined company than they currently hold in us. Consequently, our existing stockholders should expect to exercise less influence over the management and policies of the combined company following the completion of the Mergers than they currently exercise over our management and policies.

Current report

Because the number of shares of ARCC Common Stock to be issued as part of the Merger Consideration depends on the Exchange Ratio, the extent of this dilution will not be known until shortly before the Effective Time. The Exchange Ratio depends on several variables that are not fixed and cannot be known at this time, including ARCC NAV, the ARCC Price, the relationship between the ARCC Price and ARCC NAV, and the Post-Signing Special Distribution Amount. The Exchange Ratio will not be increased, however, for reductions in our liabilities or increases in the fair value of the investments in our portfolio. ARCC estimates that following completion of the Mergers, existing ARCC stockholders are expected to own approximately 95% and our existing stockholders are expected to own approximately 5% of the combined company, but the level of dilution could be greater than currently anticipated.

Current report

There may be conflicts of interest in the Company's valuation process.

Current report

The Investment Adviser and its affiliates may have economic interests that are affected by the valuations they produce, including interests arising from management fees calculated on the basis of NAV, performance-based compensation and other fee arrangements, which are based upon valuations that take into account income or gains that have been accrued but not received in cash, including but not limited market discounts, debt instruments with payment in kind (“PIK”) interest, preferred stock with PIK dividends and zero coupon securities, in addition to amounts related to unrealized capital appreciation. In the event that a borrower defaults or an investment otherwise decreases in value, such unrealized amounts may never become realized. The Investment Adviser is not obligated to reimburse the Company for any part of fees received that were based on unrealized gains that never materialized, which could result in higher fees than if such fees were based solely on realized gains. These interests may create an incentive for the Investment Adviser to produce valuation information that differs from what an independent third party might determine. The Investment Adviser has implemented internal valuation governance procedures, including oversight by a valuation committee, intended to mitigate these conflicts; however, there can be no assurance that such procedures will eliminate conflicts.

Current report

The Company did not repurchase any shares during the three month period ended September 30, 2026.

Previous report

The following table presents information with respect to the Company’s purchases of its common stock for each month in the three month period ended June 30, 2026:

Previous report

(1) On February 26, 2026, the Company announced that its Board approved the repurchase of up to $100 million of the Company’s common stock (the “Repurchase Plan”), as a supplement to the existing availability under the then current outstanding share repurchase authorization. The Repurchase Plan did not have an expiration date but as of June 30, 2026, there was no remaining authorized value of shares available to be repurchased under the Repurchase Plan. Under the Repurchase Plan, the Company was authorized but not obligated to, repurchase its outstanding common stock in the open market from time to time, at certain thresholds below net asset value per share (including in accordance with Rule 10b5-1 of the Exchange Act) provided that the Company complied with the prohibitions under its insider trading policies and the requirements of Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints.

Previous report

The average price per share is inclusive of commissions.