MONROE CAPITAL Corp — Call Transcript 2026

Good day everyone, and welcome to the Monroe Capital Corporation special meeting. Now I'll turn the call over to your host, Mick Solimene. Please go ahead, Mick. Thank you, operator. Good afternoon, ladies and gentlemen. The special meeting of stockholders of Monroe Capital Corporation, referred to as MRCC or the company, will now come to order. I am Mick Solimene, Chief Financial Officer and Chief Investment Officer of the company. I have been appointed by the board as the chairman of the meeting. It is a pleasure to welcome you to this special meeting of stockholders of MRCC. We are also joined today by the following members of the MRCC board: Thomas Allison, Jeffrey A. Golman, Lynn J. Jerath, and Robert S. Rubin. Ronald A. Holinsky, the company's chief compliance officer, chief legal officer, and corporate secretary, will serve as secretary of the meeting and record the proceedings. He will now confirm that notice of the meeting was properly given and will file the proof of notice of this meeting with the minutes. Mr. Chairman, I confirm that in conformity with the company's bylaws, proper notice of this meeting was given to all shareholders of record as of January 15th, 2026, based upon an affidavit of Broadridge Financial Solutions, Inc. The affidavit from Broadridge certifies as to the giving of notice of this meeting and the sending to stockholders of record as of January 15th, 2026. The notice of special meeting and related proxy statement, all of which Broadridge commenced distributing to stockholders on January 20th, 2026. Charles Zaid of American Election Services, LLC, has been appointed to serve as the inspector of election for this meeting. He has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. Mr. Zaid has determined that there are holders of 13,677,893 outstanding shares of the company's common stock present in person and represented by proxy at this meeting out of 21,666,340 issued and outstanding shares of common stock as of January fifteenth, 2026 record date, representing approximately 63.13% of the voting power of all issued and outstanding shares of common stock entitled to vote at this meeting. Therefore, a quorum is present. Mr. Holinsky, secretary of the meeting, has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. As you assess the virtual room for this meeting, you should have gained access to the rules which will govern the meeting. As stated in the notice of special meeting, the only items of business for consideration at this meeting are, one, to approve the asset sale proposal, and two, to approve the merger proposal, each as defined and described in the proxy materials previously delivered and made available to all stockholders entitled to participate in this meeting. Proposal one is to approve the asset sale proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. It is now 2:34 PM Eastern time on March 13th, 2026, and the polls will now open on the asset sale proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls for this proposal will close shortly. The time is now 2:35 PM Eastern time on March 13th, 2026, and the polls are closed on the asset sale proposal. No further voting shall be permitted on this matter. The inspector of election will tabulate the votes for the asset sale proposal. We will now proceed with the next item of business. Proposal 2 is to approve the merger proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. It is now 2:36 P.M. Eastern time on March thirteen, two thousand and twenty-six, and the polls will now open on the merger proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls for this proposal will close shortly. The time is now 2:36 PM Eastern Time on March 13th, 2026, and the polls are closed on the merger proposal. No further voting shall be permitted on this matter. The inspector of election will tabulate the votes for the merger proposal. We will now proceed with the next item of business. Before we move to the report of the inspector of election, I would again like to express my sincere appreciation to the stockholders who participated in this meeting, as well as those who submitted their proxies but were unable to attend. The inspector will now provide a preliminary report with respect to the proposals. Following the meeting, the inspector will file a final report with the Secretary of the company. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. Is the inspector ready to provide a preliminary report with respect to the proposals? Yes, Mr. Chairman. I have examined the proxies voted and with respect to the proposals, I find that with respect to proposal one, the asset sale proposal, 11,645,478 shares, which is 53.74% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. With respect to proposal two, the merger proposal, 11,636,057 shares, which is 53.70% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. Based on the report of the Inspector of Election, I am pleased to announce that each of the proposals has received the affirmative vote of the holders of a majority of the outstanding shares of MRCC common stock entitled to vote at this meeting and are thereby approved. This concludes the matters to be acted upon at this special meeting. The meeting is hereby adjourned. Thank you again for your participation. That concludes our meeting today. You may now disconnect.

Speaker 3: Good day everyone, and welcome to the Monroe Capital Corporation special meeting. Now I'll turn the call over to your host, Mick Solimene. Please go ahead, Mick. Good day everyone, and welcome to the Monroe Capital Corporation special meeting. good day everyone and welcome to the monroe capital corporation special meeting Now I'll turn the call over to your host, Mick Solimene . now i'll turn the call over to your host mick solimene Please go ahead, Mick. please go ahead mick

Speaker 2: Thank you, operator. Good afternoon, ladies and gentlemen. The special meeting of stockholders of Monroe Capital Corporation, referred to as MRCC or the company, will now come to order. I am Mick Solimene, Chief Financial Officer and Chief Investment Officer of the company. I have been appointed by the board as the chairman of the meeting. It is a pleasure to welcome you to this special meeting of stockholders of MRCC. We are also joined today by the following members of the MRCC board: Thomas Allison, Jeffrey A. Golman, Lynn J. Jerath, and Robert S. Rubin. Ronald A. Holinsky, the company's chief compliance officer, chief legal officer, and corporate secretary, will serve as secretary of the meeting and record the proceedings. He will now confirm that notice of the meeting was properly given and will file the proof of notice of this meeting with the minutes. Thank you, operator. thank you operator Good afternoon, ladies and gentlemen. good afternoon ladies and gentlemen The special meeting of stockholders of Monroe Capital Corporation, referred to as MRCC or the company, will now come to order. the special meeting of stockholders of monroe capital corporation referred to as mrcc or the company will now come to order I am Mick Solimene, Chief Financial Officer and Chief Investment Officer of the company. i am mick solimene chief financial officer and chief investment officer of the company I have been appointed by the board as the chairman of the meeting. i have been appointed by the board as the chairman of the meeting It is a pleasure to welcome you to this special meeting of stockholders of MRCC. it is a pleasure to welcome you to this special meeting of stockholders of mrcc We are also joined today by the following members of the MRCC board: Thomas Allison, Jeffrey A. Golman, Lynn J. Jerath, and Robert S. we are also joined today by the following members of the mrcc board thomas allison jeffrey a. golman lynn j. jerath and robert s Rubin. rubin Ronald A. Holinsky, the company's chief compliance officer, chief legal officer, and corporate secretary, will serve as secretary of the meeting and record the proceedings. ronald a. holinsky the company's chief compliance officer chief legal officer and corporate secretary will serve as secretary of the meeting and record the proceedings He will now confirm that notice of the meeting was properly given and will file the proof of notice of this meeting with the minutes. he will now confirm that notice of the meeting was properly given and will file the proof of notice of this meeting with the minutes

Speaker 4: Mr. Chairman, I confirm that in conformity with the company's bylaws, proper notice of this meeting was given to all shareholders of record as of January 15th, 2026, based upon an affidavit of Broadridge Financial Solutions, Inc. The affidavit from Broadridge certifies as to the giving of notice of this meeting and the sending to stockholders of record as of January 15th, 2026. The notice of special meeting and related proxy statement, all of which Broadridge commenced distributing to stockholders on January 20th, 2026. Charles Zaid of American Election Services, LLC, has been appointed to serve as the inspector of election for this meeting. He has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. Mr. Mr. Chairman, I confirm that in conformity with the company's bylaws, proper notice of this meeting was given to all shareholders of record as of January 15th, 2026, based upon an affidavit of Broadridge Financial Solutions, Inc. The affidavit from Broadridge certifies as to the giving of notice of this meeting and the sending to stockholders of record as of January 15th, 2026. mr chairman i confirm that in conformity with the company's bylaws proper notice of this meeting was given to all shareholders of record as of january 15th 2026 based upon an affidavit of broadridge financial solutions inc the affidavit from broadridge certifies as to the giving of notice of this meeting and the sending to stockholders of record as of january 15th 2026 The notice of special meeting and related proxy statement, all of which Broadridge commenced distributing to stockholders on January 20th, 2026. the notice of special meeting and related proxy statement all of which broadridge commenced distributing to stockholders on january 20th 2026 Charles Zaid of American Election Services, LLC, has been appointed to serve as the inspector of election for this meeting. charles zaid of american election services llc has been appointed to serve as the inspector of election for this meeting He has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. he has signed an oath to act as inspector of election and this oath will be filed with the minutes of this meeting Mr. mr Zaid has determined that there are holders of 13,677,893 outstanding shares of the company's common stock present in person and represented by proxy at this meeting out of 21,666,340 issued and outstanding shares of common stock as of January fifteenth, 2026 record date, representing approximately 63.13% of the voting power of all issued and outstanding shares of common stock entitled to vote at this meeting. Therefore, a quorum is present. Zaid has determined that there are holders of 13,677,893 outstanding shares of the company's common stock present in person and represented by proxy at this meeting out of 21,666,340 issued and outstanding shares of common stock as of January fifteenth, 2026 record date, representing approximately 63.13% of the voting power of all issued and outstanding shares of common stock entitled to vote at this meeting. zaid has determined that there are holders of 13,677,893 outstanding shares of the company's common stock present in person and represented by proxy at this meeting out of 21,666,340 issued and outstanding shares of common stock as of january fifteenth 2026 record date representing approximately 63.13% of the voting power of all issued and outstanding shares of common stock entitled to vote at this meeting Therefore, a quorum is present. therefore a quorum is present

Speaker 2: Mr. Holinsky, secretary of the meeting, has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. As you assess the virtual room for this meeting, you should have gained access to the rules which will govern the meeting. As stated in the notice of special meeting, the only items of business for consideration at this meeting are, one, to approve the asset sale proposal, and two, to approve the merger proposal, each as defined and described in the proxy materials previously delivered and made available to all stockholders entitled to participate in this meeting. Proposal one is to approve the asset sale proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. Mr. Holinsky, secretary of the meeting, has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. mr holinsky secretary of the meeting has advised us that a quorum is present at the meeting so i declare the meeting duly and lawfully convened The meeting is now open and ready for business. the meeting is now open and ready for business As you assess the virtual room for this meeting, you should have gained access to the rules which will govern the meeting. as you assess the virtual room for this meeting you should have gained access to the rules which will govern the meeting As stated in the notice of special meeting, the only items of business for consideration at this meeting are, one, to approve the asset sale proposal, and two, to approve the merger proposal, each as defined and described in the proxy materials previously delivered and made available to all stockholders entitled to participate in this meeting. as stated in the notice of special meeting the only items of business for consideration at this meeting are one to approve the asset sale proposal and two to approve the merger proposal each as defined and described in the proxy materials previously delivered and made available to all stockholders entitled to participate in this meeting Proposal one is to approve the asset sale proposal as defined and described in the proxy statement. proposal one is to approve the asset sale proposal as defined and described in the proxy statement The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. the board of directors of the company including its independent directors recommends that stockholders vote for this proposal It is now 2:34 PM Eastern time on March 13th, 2026, and the polls will now open on the asset sale proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls for this proposal will close shortly. The time is now 2:35 PM Eastern time on March 13th, 2026, and the polls are closed on the asset sale proposal. No further voting shall be permitted on this matter. It is now 2:34 PM Eastern time on March 13th, 2026, and the polls will now open on the asset sale proposal. it is now 2:34 pm eastern time on march 13th 2026 and the polls will now open on the asset sale proposal All MRCC stockholders entitled to vote at this meeting have the ability to do so online. all mrcc stockholders entitled to vote at this meeting have the ability to do so online If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. if you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote please do so via the website used to access this meeting Please remember that if you have already voted by proxy, it is not necessary to vote again. please remember that if you have already voted by proxy it is not necessary to vote again The polls for this proposal will close shortly. the polls for this proposal will close shortly The time is now 2:35 PM Eastern time on March 13th, 2026, and the polls are closed on the asset sale proposal. the time is now 2:35 pm eastern time on march 13th 2026 and the polls are closed on the asset sale proposal No further voting shall be permitted on this matter. no further voting shall be permitted on this matter The inspector of election will tabulate the votes for the asset sale proposal. We will now proceed with the next item of business. Proposal 2 is to approve the merger proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. It is now 2:36 P.M. Eastern time on March thirteen, two thousand and twenty-six, and the polls will now open on the merger proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The inspector of election will tabulate the votes for the asset sale proposal. the inspector of election will tabulate the votes for the asset sale proposal We will now proceed with the next item of business. we will now proceed with the next item of business Proposal 2 is to approve the merger proposal as defined and described in the proxy statement. proposal 2 is to approve the merger proposal as defined and described in the proxy statement The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. the board of directors of the company including its independent directors recommends that stockholders vote for this proposal It is now 2:36 P.M. it is now 2:36 p.m Eastern time on March thirteen, two thousand and twenty-six, and the polls will now open on the merger proposal. eastern time on march thirteen two thousand and twenty-six and the polls will now open on the merger proposal All MRCC stockholders entitled to vote at this meeting have the ability to do so online. all mrcc stockholders entitled to vote at this meeting have the ability to do so online If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. if you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote please do so via the website used to access this meeting. please remember that if you have already voted by proxy it is not necessary to vote again The polls for this proposal will close shortly. The time is now 2:36 PM Eastern Time on March 13th, 2026, and the polls are closed on the merger proposal. No further voting shall be permitted on this matter. The inspector of election will tabulate the votes for the merger proposal. We will now proceed with the next item of business. Before we move to the report of the inspector of election, I would again like to express my sincere appreciation to the stockholders who participated in this meeting, as well as those who submitted their proxies but were unable to attend. The inspector will now provide a preliminary report with respect to the proposals. Following the meeting, the inspector will file a final report with the Secretary of the company. The polls for this proposal will close shortly. the polls for this proposal will close shortly The time is now 2:36 PM Eastern Time on March 13th, 2026, and the polls are closed on the merger proposal. the time is now 2:36 pm eastern time on march 13th 2026 and the polls are closed on the merger proposal No further voting shall be permitted on this matter. no further voting shall be permitted on this matter The inspector of election will tabulate the votes for the merger proposal. the inspector of election will tabulate the votes for the merger proposal We will now proceed with the next item of business. we will now proceed with the next item of business Before we move to the report of the inspector of election, I would again like to express my sincere appreciation to the stockholders who participated in this meeting, as well as those who submitted their proxies but were unable to attend. before we move to the report of the inspector of election i would again like to express my sincere appreciation to the stockholders who participated in this meeting as well as those who submitted their proxies but were unable to attend The inspector will now provide a preliminary report with respect to the proposals. the inspector will now provide a preliminary report with respect to the proposals Following the meeting, the inspector will file a final report with the Secretary of the company. following the meeting the inspector will file a final report with the secretary of the company We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. Is the inspector ready to provide a preliminary report with respect to the proposals? We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. we expect to report the results of the voting on a form 8-k to be filed with the sec within four business days of this meeting Is the inspector ready to provide a preliminary report with respect to the proposals? is the inspector ready to provide a preliminary report with respect to the proposals

Speaker 1: Yes, Mr. Chairman. I have examined the proxies voted and with respect to the proposals, I find that with respect to proposal one, the asset sale proposal, 11,645,478 shares, which is 53.74% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. With respect to proposal two, the merger proposal, 11,636,057 shares, which is 53.70% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. Yes, Mr. Chairman. yes mr chairman I have examined the proxies voted and with respect to the proposals, I find that with respect to proposal one, the asset sale proposal, 11,645,478 shares, which is 53.74% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. i have examined the proxies voted and with respect to the proposals i find that with respect to proposal one the asset sale proposal 11,645,478 shares which is 53.74% of the outstanding shares of the mrcc common stock entitled to vote at this meeting were voted for the proposal With respect to proposal two, the merger proposal, 11,636,057 shares, which is 53.70% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. with respect to proposal two the merger proposal 11,636,057 shares which is 53.70% of the outstanding shares of the mrcc common stock entitled to vote at this meeting were voted for the proposal

Speaker 2: Based on the report of the Inspector of Election, I am pleased to announce that each of the proposals has received the affirmative vote of the holders of a majority of the outstanding shares of MRCC common stock entitled to vote at this meeting and are thereby approved. This concludes the matters to be acted upon at this special meeting. The meeting is hereby adjourned. Thank you again for your participation. Based on the report of the Inspector of Election, I am pleased to announce that each of the proposals has received the affirmative vote of the holders of a majority of the outstanding shares of MRCC common stock entitled to vote at this meeting and are thereby approved. based on the report of the inspector of election i am pleased to announce that each of the proposals has received the affirmative vote of the holders of a majority of the outstanding shares of mrcc common stock entitled to vote at this meeting and are thereby approved This concludes the matters to be acted upon at this special meeting. this concludes the matters to be acted upon at this special meeting The meeting is hereby adjourned. the meeting is hereby adjourned Thank you again for your participation. thank you again for your participation

Speaker 3: That concludes our meeting today. You may now disconnect. That concludes our meeting today. that concludes our meeting today You may now disconnect. you may now disconnect