MFIC

EX-99.1

2 d140597dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

MidCap Financial Investment Corporation

Reports Financial Results for the Quarter Ended September 30, 2026

Results for the Quarter Ended September 30, 2026, and Other Recent Highlights:

•

Net investment income per share for the quarter was $0.34, compared to $0.40 for the quarter ended June 30, 2026

•

Net asset value (“NAV”) per share as of the end of the quarter was $12.86, compared to $13.37 as of June 30, 2026, representing a 3.8% decrease. The decline was driven by a net loss on the portfolio; this loss can be attributed to credit-related weakness concentrated in a limited number of positions partially offset by net investment income in excess of the dividend

•

New investment commitments made during the quarter totaled $0.9 million to existing borrowers(1)

•

Gross fundings, excluding revolver fundings,(2) totaled $11 million for the quarter

•

Net repayments, including revolvers(2) totaled $189 million for the quarter, including a $28.0 million repayment from Merx reducing the position to 1.7% of the total portfolio, as of quarter-end

•

Net leverage(3) was 1.43x as of September 30, 2026

•

On November 4, 2026, the Company’s Board of Directors (the “Board”) declared a dividend of $0.31 per share payable on December 22, 2026, to stockholders of record as of December 8, 2026(4)

•

On October 27, 2026, Ares Capital Corporation (NASDAQ: ARCC) announced that it has agreed to acquire MFIC in a stock-and-cash transaction (the “Transaction”) valued at $10.88 per MFIC common share, consisting of $9.67 in ARCC stock and $1.21 in cash(5)

1

New York, NY — November 5, 2026 — MidCap Financial Investment Corporation (NASDAQ: MFIC) (“MFIC” or the “Company”) today announced financial results for the quarter ended September 30, 2026. The Company’s net investment income was $0.34 per share for the quarter ended September 30, 2026, compared to $0.40 per share for the quarter ended June 30, 2026. The Company’s NAV was $12.86 per share as of September 30, 2026, compared to $13.37 as of June 30, 2026.

On November 4, 2026, the Board declared a quarterly dividend of $0.31 per share payable on December 22, 2026, to stockholders of record as of December 8, 2026.

(1)

Commitments made for the direct origination portfolio.

(2)

During the quarter ended September 30, 2026, direct origination revolver fundings totaled $26 million, direct origination revolver repayments totaled $25 million and Merx Aviation Finance, LLC repaid $28.0 million.

(3)

The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

(4)

There can be no assurances that the Board will continue to declare a base dividend of $0.31 per share. Prior to the closing of the Transaction, the Company will declare one or more distributions in order to distribute all of its previously undistributed investment company taxable income, any prior year shortfall and net capital gain and to maintain its qualification as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”).

(5)

Additional information is available in MFIC’s Current Report on Form 8-K filed with the SEC on October 27, 2026.

2

FINANCIAL HIGHLIGHTS

($ in billions, except per share data)

September 30, 2026

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

Total assets

$ 2.65

$ 2.86

$ 3.07

$ 3.32

$ 3.31

Investment portfolio (fair value)

$ 2.55

$ 2.77

$ 2.97

$ 3.17

$ 3.18

Debt outstanding

$ 1.58

$ 1.74

$ 1.87

$ 2.00

$ 1.92

Net assets

$ 1.06

$ 1.10

$ 1.18

$ 1.31

$ 1.37

Net asset value per share

$ 12.86

$ 13.37

$ 13.82

$ 14.18

$ 14.66

Debt-to-equity

ratio

1.49 x

1.58 x

1.59 x

1.53 x

1.40 x

Net leverage ratio (1)

1.43 x

1.54 x

1.55 x

1.45 x

1.35 x

(1)

The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

PORTFOLIO AND

INVESTMENT ACTIVITY

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)*

2026

2025

2026

2025

Investments made in portfolio companies

$ 36.5

$ 400.4

$ 186.2

$ 1,081.0

Investments sold

(5.0 )

(37.5 )

(108.1 )

(96.4 )

Net activity before repaid investments

31.6

362.8

78.1

984.6

Investments repaid

(220.3 )

(510.9 )

(568.7 )

(818.3 )

Net investment activity

$ (188.7 )

$ (148.0 )

$ (490.6 )

$ 166.3

Portfolio companies, at beginning of period

229

249

247

233

Number of investments in new portfolio companies

1

9

3

43

Number of exited companies

(9 )

(12 )

(29 )

(30 )

Portfolio companies at end of period

221

246

221

246

Number of investments in existing portfolio companies

69

83

117

241

*

Totals may not foot due to roun

EX-99.1

4 d115048dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Ares Capital Corporation Agrees to Acquire MidCap Financial Investment Corporation

Transaction Expected to Be Accretive to Ares Capital’s Core Earnings and Support Future Dividends

Enhances Scale, Diversification and Market Presence to Further Strengthen Ares Capital’s Position as the Largest Publicly Traded BDC and Ares Management’s Leading U.S. Direct Lending Platform

Purchase Price Represents a 30.1% Premium to MFIC’s Last Closing Price and a 25.8% Premium to MFIC’s 30-Day VWAP

NEW YORK –

October 27, 2026 – Ares Capital Corporation (NASDAQ: ARCC) (“Ares Capital”) and MidCap Financial Investment Corporation (NASDAQ: MFIC) (“MFIC”) announced today that they have entered into a definitive merger agreement under which Ares Capital will acquire MFIC in a stock-and-cash transaction for a total enterprise value of approximately $2.6 billion (the “Transaction”). The Transaction is expected to further strengthen Ares Capital’s position as the largest publicly traded business development company (“BDC”) and Ares Management Corporation’s (NYSE: ARES) (“Ares Management”) broader position as a leading direct lending platform to U.S. middle-market companies. The Transaction has been unanimously approved by the Board of Directors of Ares Capital and the Board of Directors of MFIC, which did so on the unanimous recommendation of the Special Committee of MFIC independent directors.

Under the terms of the Transaction, MFIC stockholders are expected to receive total consideration of $10.88 per fully diluted share of MFIC common stock, consisting of approximately $1.21 per share in cash, provided by a subsidiary of Ares Management, and approximately $9.67 per share in Ares Capital common stock, as adjusted for the cash received from MFIC’s special dividend described below. Prior to closing, MFIC expects to declare and pay a special dividend to distribute to its stockholders all of its undistributed taxable income estimated to remain as of the closing of the Transaction, which is expected to be meaningful. The Ares Capital stock consideration will be reduced dollar-for-dollar to account for the special dividend, and the number of shares will be calculated based on an exchange ratio using a value for the Ares Capital common stock equal to the greater of (i) Ares Capital’s NAV per share prior to closing and (ii) Ares Capital’s share price. In addition, MFIC stockholders will share in 50% of any premium of Ares Capital’s share price in excess of NAV, up to 104.5% of NAV, which represents a maximum of 102.25% of NAV.

The consideration of $10.88 per MFIC share represents a premium of approximately 30.1% to MFIC’s closing share price on October 26, 2026, the last trading day prior to the announcement of the Transaction, and a premium of approximately 25.8% to MFIC’s 30-day volume-weighted average share price for the period ending October 26, 2026. MFIC’s preliminary estimate of net asset value per share as of September 30, 2026, is approximately $12.86.1

1

MFIC’s final net asset value per share as of September 30, 2026, will be reported in MFIC’s third quarter 2026 results, which MFIC expects to release on Thursday, November 5, 2026, and may differ from this preliminary estimate. The preliminary estimate provided herein has been prepared by, and is the responsibility of, MFIC’s management. This estimate is based solely on MFIC management’s preliminary determinations and has not been approved by the Board of Directors of MFIC. Consequently, the data set forth in MFIC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, may differ from this estimate, and any such differences may be material. Deloitte & Touche LLP, MFIC’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary estimate.

Financially Attractive Combination with Significant Strategic Benefits

Ares Capital believes the Transaction will create compelling benefits for stockholders:

•

Accretive to earnings and supports future dividends. The Transaction is expected to be modestly accretive to Ares Capital’s core earnings per share, further supporting future dividends. The combined company and its affiliates expect to benefit from MFIC’s portfolio of senior secured investments with compelling current yields.

•

Greater scale and diversification. The addition of MFIC’s healthy and broad-based assets will further diversify Ares Capital’s portfolio across borrowers, industries and sponsors. At closing, the Transaction is expected to increase Ares Capital’s pro forma portfolio to more than 800 portfolio companies and over $31 billion of investments at fair value as of September 30, 2026.

•

Broader sponsor and market connectivity. MFIC’s portfolio is expected to add more than 200 incumbent positions and further expand the number of sponsors Ares Capital has transacted with to more than 600. These rel

EX-99.1

2 d120983dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

MidCap Financial Investment Corporation

Reports Financial Results for the Quarter Ended June 30, 2026

Results for the Quarter Ended June 30, 2026, and Other Recent Highlights:

•

Net investment income per share for the quarter was $0.40, compared to $0.38 for the quarter ended March 31, 2026

•

Net asset value (“NAV”) per share as of the end of the quarter was $13.37, compared to $13.82 as of March 31, 2026, representing a 3.2% decrease. The decline was driven by a net loss on the portfolio, driven by credit-related weakness concentrated in a limited number of positions partially offset by the accretive impact of stock buybacks below NAV and net investment income in excess of the dividend

•

New investment commitments made during the quarter totaled $6 million to existing borrowers(1)

•

Gross fundings, excluding revolver fundings,(2) totaled $21 million for the quarter

•

Net repayments, including revolvers(2) totaled $160 million for the quarter, including a $12.5 million repayment from Merx reducing the position to 2.5% of the total portfolio, as of quarter-end

•

Net leverage(3) was 1.54x as of June 30, 2026

•

Repurchased 2,755,221 shares of common stock at a weighted average price per share of $11.58, inclusive of commissions, for an aggregate cost of $31.9 million during the quarter, which fully utilized the existing capacity under the share repurchase program and generated $0.07 per share of NAV accretion

•

On August 5, 2026, the Company’s Board of Directors (the “Board”) declared a dividend of $0.31 per share payable on September 24, 2026, to stockholders of record as of September 8, 2026(4)

1

New York, NY — August 6, 2026 — MidCap Financial Investment Corporation (NASDAQ: MFIC) or the “Company,” today announced financial results for the quarter ended June 30, 2026. The Company’s net investment income was $0.40 per share for the quarter ended June 30, 2026, compared to $0.38 per share for the quarter ended March 31, 2026. The Company’s NAV was $13.37 per share as of June 30, 2026, compared to $13.82 as of March 31, 2026.

On August 5, 2026, the Board declared a quarterly dividend of $0.31 per share payable on September 24, 2026, to stockholders of record as of September 8, 2026.

Commenting on the Company’s results for the second quarter of 2026, Mr. Tanner Powell, Chief Executive Officer and Executive Chairman, stated, “As previously disclosed, during the second quarter, we repurchased approximately $31.9 million of stock below NAV, generating approximately $0.07 per share of NAV accretion for stockholders. Although we had meaningful net repayments during the quarter, portfolio losses and stock buybacks offset their de-leveraging impact. Our net loss for the quarter reflected credit weakness in a limited number of positions. We believe that MFIC’s fee structure is one of the most attractive among listed BDCs which helps mitigate the impact of losses.” Mr. Powell continued, “Looking ahead, we will make capital allocation decisions based on leverage and market conditions.”

(1)

Commitments made for the direct origination portfolio.

(2)

During the quarter ended June 30, 2026, direct origination revolver fundings totaled $26 million, direct origination revolver repayments totaled $20 million and Merx Aviation Finance, LLC repaid $12.5 million.

(3)

The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

(4)

There can be no assurances that the Board will continue to declare a base dividend of $0.31 per share.

2

FINANCIAL HIGHLIGHTS

($ in billions, except per share data)

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

June 30,

2025

Total assets

$ 2.86

$ 3.07

$ 3.32

$ 3.31

$ 3.46

Investment portfolio (fair value)

$ 2.77

$ 2.97

$ 3.17

$ 3.18

$ 3.33

Debt outstanding

$ 1.74

$ 1.87

$ 2.00

$ 1.92

$ 2.05

Net assets

$ 1.10

$ 1.18

$ 1.31

$ 1.37

$ 1.38

Net asset value per share

$ 13.37

$ 13.82

$ 14.18

$ 14.66

$ 14.75

Debt-to-equity

ratio

1.58 x

1.59 x

1.53 x

1.40 x

1.49 x

Net leverage ratio (1)

1.54 x

1.55 x

1.45 x

1.35 x

1.44 x

(1)

The Company’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

PORTFOLIO AND

INVESTMENT ACTIVITY

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)*

2026

2025

2026

2025

Investments made in portfolio companies

$ 47.2

$ 288.7

$ 149.6

$ 680.6

Investments sold

(79.1 )

(14.9 )

(103.1 )

(58.9 )

Net activity before repaid investments

(32.0 )

273.8

46.5

621.8

Investments repaid

(128.3 )

(129.9 )

(348.4 )

(307.4 )

Net investment activity

$ (160.2 )

$ 144.0

$ (301.9 )

$ 314.4

Po