New Mountain Finance CorpNMFC
New Mountain Finance Corp Fair Value Disclosure
Fair Value
Pursuant to Rule 2a-5, a market quotation is readily available for purposes of Section 2(a)(41) of the 1940 Act with respect to a security only when that “quotation is a quoted price (unadjusted) in active markets for identical investments that the fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.” Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
Level I—Quoted prices (unadjusted) are available in active markets for identical investments and the Company has the ability to access such quotes as of the reporting date. The type of investments which would generally be included in Level I include active exchange-traded equity securities and exchange-traded derivatives. As required by ASC 820, the Company, to the extent that it holds such investments, does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level II—Pricing inputs are observable for the investments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level I. Level II inputs include the following:
•Quoted prices for similar assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
•Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
•Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level III—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment.
The inputs used to measure fair value may fall into different levels. In all instances when the inputs fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level of input that is significant to the fair value measurement in its entirety. As such, a Level III fair value measurement may include
inputs that are both observable and unobservable. Gains and losses for such assets categorized within the Level III table below may include changes in fair value that are attributable to both observable inputs and unobservable inputs.
The inputs into the determination of fair value require significant judgment or estimation by management and consideration of factors specific to each investment. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in the transfer of certain investments within the fair value hierarchy from period to period.
The following table summarizes the levels in the fair value hierarchy that the Company’s portfolio investments fall into as of December 31, 2025:
| Total | Level I | Level II | Level III | ||||||||||||||||||||
| First lien | $ | 1,818,215 | $ | — | $ | 43,579 | $ | 1,774,636 | |||||||||||||||
| Second lien | 91,179 | — | — | 91,179 | |||||||||||||||||||
| Subordinated | 121,487 | — | — | 121,487 | |||||||||||||||||||
| Structured Finance Obligations | 3,277 | — | — | 3,277 | |||||||||||||||||||
| Equity and other | 707,855 | — | — | 707,855 | |||||||||||||||||||
| Total investments | $ | 2,742,013 | $ | — | $ | 43,579 | $ | 2,698,434 | |||||||||||||||
The following table summarizes the levels in the fair value hierarchy that the Company's portfolio investments fall into as of December 31, 2024:
| Total | Level I | Level II | Level III | ||||||||||||||||||||
| First lien | $ | 1,956,608 | $ | — | $ | 53,998 | $ | 1,902,610 | |||||||||||||||
| Second lien | 197,050 | — | 46,716 | 150,334 | |||||||||||||||||||
| Subordinated | 102,034 | — | — | 102,034 | |||||||||||||||||||
| Structured Finance Obligations | 3,232 | — | 3,232 | — | |||||||||||||||||||
| Equity and other | 832,100 | — | — | 832,100 | |||||||||||||||||||
| Total investments | $ | 3,091,024 | $ | — | $ | 103,946 | $ | 2,987,078 | |||||||||||||||
The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2025, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2025:
| Total | First Lien | Second Lien | Subordinated | Structured Finance Obligations | Equity and other | ||||||||||||||||||||||||||||||
| Fair value, December 31, 2024 | $ | 2,987,078 | $ | 1,902,610 | $ | 150,334 | $ | 102,034 | $ | — | $ | 832,100 | |||||||||||||||||||||||
| Total gains or losses included in earnings: | |||||||||||||||||||||||||||||||||||
| Net realized gains (losses) on investments | 42,848 | (7,483) | (3,370) | 2 | — | 53,699 | |||||||||||||||||||||||||||||
| Net change in unrealized (depreciation) appreciation of investments | (149,082) | (9,914) | (1,992) | 5,226 | 45 | (142,447) | |||||||||||||||||||||||||||||
| Purchases, including capitalized PIK and revolver fundings(1) | 547,465 | 416,745 | 15,188 | 14,518 | — | 101,014 | |||||||||||||||||||||||||||||
| Proceeds from sales and paydowns of investments(1) | (708,277) | (473,065) | (98,408) | (293) | — | (136,511) | |||||||||||||||||||||||||||||
| Transfers into Level III(2) | 32,659 | — | 29,427 | — | 3,232 | — | |||||||||||||||||||||||||||||
| Transfers out of Level III(2) | (54,257) | (54,257) | — | — | — | — | |||||||||||||||||||||||||||||
| Fair value, December 31, 2025 | $ | 2,698,434 | $ | 1,774,636 | $ | 91,179 | $ | 121,487 | $ | 3,277 | $ | 707,855 | |||||||||||||||||||||||
| Net change in unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (111,820) | $ | (11,697) | $ | (8,694) | $ | 5,225 | $ | 45 | $ | (96,699) | |||||||||||||||||||||||
(1)Includes non-cash reorganizations and restructurings.
(2)As of December 31, 2025, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
The following table summarizes the changes in fair value of Level III portfolio investments for the year ended December 31, 2024, as well as the portion of appreciation (depreciation) included in income attributable to the net change in unrealized appreciation (depreciation) related to those assets and liabilities still held by the Company at December 31, 2024:
| Total | First Lien | Second Lien | Subordinated | Equity and other | |||||||||||||||||||||||||
| Fair value, December 31, 2023 | $ | 2,938,849 | $ | 1,637,889 | $ | 406,180 | $ | 82,871 | $ | 811,909 | |||||||||||||||||||
| Total gains or losses included in earnings: | |||||||||||||||||||||||||||||
| Net realized (losses) gains on investments | (46,487) | (13,477) | (35,085) | 3 | 2,072 | ||||||||||||||||||||||||
| Net change in unrealized appreciation (depreciation) of investments | 28,410 | 15,927 | 41,203 | (1,607) | (27,113) | ||||||||||||||||||||||||
| Purchases, including capitalized PIK and revolver fundings(1) | 848,075 | 750,811 | 5,555 | 21,059 | 70,650 | ||||||||||||||||||||||||
| Proceeds from sales and paydowns of investments(1) | (785,213) | (516,980) | (242,523) | (292) | (25,418) | ||||||||||||||||||||||||
| Transfers into Level III(2) | 28,440 | 28,440 | — | — | — | ||||||||||||||||||||||||
| Transfers out of Level III(2) | (24,996) | — | (24,996) | — | — | ||||||||||||||||||||||||
| Fair value, December 31, 2024 | $ | 2,987,078 | $ | 1,902,610 | $ | 150,334 | $ | 102,034 | $ | 832,100 | |||||||||||||||||||
| Net change in unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period: | $ | (23,320) | $ | 1,670 | $ | 1,135 | $ | (1,607) | $ | (24,518) | |||||||||||||||||||
(1)Includes non-cash reorganizations and restructurings
(2)As of December 31, 2024, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
Except as noted in the tables above, there were no other transfers in or out of Levels I, II or III during the years ended December 31, 2025 and December 31, 2024. Transfers into Level III occur as quotations obtained through pricing services are deemed not representative of fair value as of the balance sheet date and such assets are internally valued. As quotations obtained through pricing services are substantiated through additional market sources, investments are transferred out of Level III. In addition, transfers out of Level III and transfers into Level III occur based on the increase or decrease in the availability of certain observable inputs.
The Company invests in revolving credit facilities. These investments are categorized as Level III investments as these assets are not actively traded and their fair values are often implied by the term loans of the respective portfolio companies.
The Company generally uses the following framework when determining the fair value of investments where there is little, if any, market activity or observable pricing inputs. The Company typically determines the fair value of its performing debt investments utilizing an income approach. Additional consideration is given using a market based approach, as well as reviewing the overall underlying portfolio company's performance and associated financial risks. The following outlines additional details on the approaches considered:
Company Performance, Financial Review, and Analysis: Prior to investment, as part of its due diligence process, the Company evaluates the overall performance and financial stability of the portfolio company. Post investment, the Company analyzes each portfolio company's current operating performance and relevant financial trends versus prior year and budgeted results, including, but not limited to, factors affecting its revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") growth, margin trends, liquidity position, covenant compliance and changes to its capital structure. The Company also attempts to identify and subsequently track any developments at the portfolio company, within its customer or vendor base or within the industry or the macroeconomic environment, generally, that may alter any material element of its original investment thesis. This analysis is specific to each portfolio company. The Company leverages the knowledge gained from its original due diligence process, augmented by this subsequent monitoring, to continually refine its outlook for each of its portfolio companies and ultimately form the valuation of its investment in each portfolio company. When an external event
such as a purchase transaction, public offering or subsequent sale occurs, the Company will consider the pricing indicated by the external event to corroborate the private valuation.
For debt investments, the Company may employ the Market Based Approach (as described below) to assess the total enterprise value of the portfolio company, in order to evaluate the enterprise value coverage of the Company’s debt investment. For equity investments or in cases where the Market Based Approach implies a lack of enterprise value coverage for the debt investment, the Company may additionally employ a discounted cash flow analysis based on the free cash flows of the portfolio company to assess the total enterprise value.
After enterprise value coverage is demonstrated for the Company’s debt investments through the method(s) above, the Income Based Approach (as described below) may be employed to estimate the fair value of the investment.
Market Based Approach: The Company may estimate the total enterprise value of each portfolio company by utilizing EBITDA or revenue multiples of publicly traded comparable companies and comparable transactions. The Company considers numerous factors when selecting the appropriate companies whose trading multiples are used to value its portfolio companies. These factors include, but are not limited to, the type of organization, similarity to the business being valued, and relevant risk factors, as well as size, profitability and growth expectations. The Company may apply an average of various relevant comparable company EBITDA or revenue multiples to the portfolio company's latest twelve month ("LTM") EBITDA or revenue or projected EBITDA or revenue to calculate the enterprise value of the portfolio company. Significant increases or decreases in the EBITDA or revenue multiple will result in an increase or decrease in enterprise value, which may result in an increase or decrease in the fair value estimate of the investment. In applying the market based approach as of December 31, 2025 and December 31, 2024, the Company used the relevant EBITDA or revenue multiple ranges set forth in the table below to determine the enterprise value of its portfolio companies. The Company believes these were reasonable ranges in light of current comparable company trading levels and the specific portfolio companies involved.
Income Based Approach: The Company also may use a discounted cash flow analysis to estimate the fair value of the investment. Projected cash flows represent the relevant security's contractual interest, fee and principal payments plus the assumption of full principal recovery at the investment's expected maturity date. These cash flows are discounted at a rate established utilizing a combination of a yield calibration approach and a comparable investment approach. The yield calibration approach incorporates changes in the credit quality (as measured by relevant statistics) of the portfolio company, as compared to changes in the yield associated with comparable credit quality market indices, between the date of origination and the valuation date. The comparable investment approach utilizes an average yield-to maturity of a selected set of high-quality, liquid investments to determine a comparable investment discount rate. Significant increases or decreases in the discount rate would result in a decrease or increase in the fair value measurement. In applying the income based approach as of December 31, 2025 and December 31, 2024, the Company used the discount ranges set forth in the table below to value investments in its portfolio companies.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2025 were as follows:
| Range | |||||||||||||||||||||||||||||||||||
| Type | Fair Value as of December 31, 2025 | Approach | Unobservable Input | Low | High | Weighted Average (1) | |||||||||||||||||||||||||||||
| First lien | $ | 1,765,624 | Market & income approach | EBITDA multiple | 5.0x | 31.3x | 14.3x | ||||||||||||||||||||||||||||
| Revenue multiple | 4.0x | 19.5x | 10.3x | ||||||||||||||||||||||||||||||||
| Discount rate | 6.1 | % | 21.6 | % | 9.1 | % | |||||||||||||||||||||||||||||
| 9,012 | Other | N/A(2) | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
| Second lien | 84,722 | Market & income approach | EBITDA multiple | 14.0x | 18.0x | 16.0x | |||||||||||||||||||||||||||||
| Discount rate | 9.4 | % | 15.8 | % | 13.5 | % | |||||||||||||||||||||||||||||
| 6,457 | Other | N/A(2) | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
| Subordinated | 121,487 | Market & income approach | EBITDA multiple | 7.0x | 20.0x | 13.4x | |||||||||||||||||||||||||||||
| Discount Rate | 11.7 | % | 18.9 | % | 14.1 | % | |||||||||||||||||||||||||||||
| Structured Finance Obligations | 3,277 | Income approach | Discount rate | 10.5 | % | 10.5 | % | 10.5 | % | ||||||||||||||||||||||||||
| Equity and other | 320,328 | Market & income approach | EBITDA multiple | 5.5x | 21.7x | 11.7x | |||||||||||||||||||||||||||||
| Revenue multiple | 8.5x | 10.5x | 9.0x | ||||||||||||||||||||||||||||||||
| Discount rate | 9.3 | % | 20.2 | % | 11.7 | % | |||||||||||||||||||||||||||||
| 387,527 | Income approach | Discount rate | 6.3 | % | 15.7 | % | 11.4 | % | |||||||||||||||||||||||||||
| $ | 2,698,434 | ||||||||||||||||||||||||||||||||||
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The unobservable inputs used in the fair value measurement of the Company's Level III investments as of December 31, 2024 were as follows:
| Range | |||||||||||||||||||||||||||||||||||
| Type | Fair Value as of December 31, 2024 | Approach | Unobservable Input | Low | High | Weighted Average (1) | |||||||||||||||||||||||||||||
| First lien | $ | 1,884,611 | Market & income approach | EBITDA multiple | 6.0x | 35.0x | 14.8x | ||||||||||||||||||||||||||||
| Revenue multiple | 3.0x | 19.5x | 6.9x | ||||||||||||||||||||||||||||||||
| Discount rate | 6.8 | % | 22.1 | % | 9.8 | % | |||||||||||||||||||||||||||||
| 17,999 | Other | N/A(2) | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
| Second lien | 144,003 | Market & income approach | EBITDA multiple | 7.0x | 20.0x | 15.2x | |||||||||||||||||||||||||||||
| Discount rate | 10.1 | % | 20.6 | % | 12.2 | % | |||||||||||||||||||||||||||||
| 6,331 | Other | N/A(2) | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
| Subordinated | 102,034 | Market & income approach | EBITDA multiple | 8.0x | 21.0x | 15.4x | |||||||||||||||||||||||||||||
| Discount rate | 12.5 | % | 25.9 | % | 16.8 | % | |||||||||||||||||||||||||||||
| Equity and other | 422,851 | Market & income approach | EBITDA multiple | 5.5x | 26.5x | 12.8x | |||||||||||||||||||||||||||||
| Revenue multiple | 9.0x | 19.5x | 14.1x | ||||||||||||||||||||||||||||||||
| Discount rate | 8.2 | % | 44.6 | % | 8.9 | % | |||||||||||||||||||||||||||||
| 387,194 | Income approach | Discount rate | 6.4 | % | 12.2 | % | 9.9 | % | |||||||||||||||||||||||||||
| 22,055 | Other | N/A(2) | N/A | N/A | N/A | ||||||||||||||||||||||||||||||
| $ | 2,987,078 | ||||||||||||||||||||||||||||||||||
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
The carrying value of the collateralized agreement approximates fair value as of December 31, 2025 and is considered a Level III investment. The fair value of other financial assets and liabilities approximates their carrying value based on the short-term nature of these items.
The 2021A Unsecured Notes, 2022A Unsecured Notes, Holdings Credit Facility, SBA-guaranteed debentures and NMFC Credit Facility are considered Level III securities. The fair value of the 8.250% Unsecured Notes, the 6.875% Unsecured Notes and the 6.200% Unsecured Notes are based on quoted prices and are considered Level II securities. See Note 7. Borrowings, for details.
The following are the principal amounts and fair values of the Company’s borrowings as of December 31, 2025 and December 31, 2024. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings or market quotes, if available.
| As of | |||||||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
Principal Amount | Fair Value | Principal Amount | Fair Value | ||||||||||||||||||||||||||
| Unsecured Notes | $ | 990,000 | $ | 1,002,356 | $ | 990,000 | $ | 991,624 | |||||||||||||||||||||
| Holdings Credit Facility | 420,063 | 419,981 | 294,363 | 298,435 | |||||||||||||||||||||||||
| SBA-guaranteed debentures | 196,205 | 175,141 | 300,000 | 270,548 | |||||||||||||||||||||||||
| NMFC Credit Facility (1) | 81,074 | 81,097 | 27,944 | 26,812 | |||||||||||||||||||||||||
| 2022 Convertible Notes (2) | — | — | 260,000 | 261,811 | |||||||||||||||||||||||||
| Total Borrowings | $ | 1,687,342 | $ | 1,678,575 | $ | 1,872,307 | $ | 1,849,230 | |||||||||||||||||||||
(1) As of December 31, 2025, the principal amount of the NMFC Credit Facility was $81,074, which included €16,512 denominated in EUR and £8,666 denominated in GBP that has been converted to U.S. dollars. As of December 31, 2025, the fair value of the NMFC Credit Facility was $81,097, which included €16,479 denominated in EUR and £8,651 denominated in GBP that has been converted to U.S. dollars. As of December 31, 2024, the principal amount of the NMFC Credit Facility was $27,944, which included €16,512 denominated in EUR and £8,666 denominated in GBP that has been converted to U.S. dollars. As of December 31, 2024, the fair value of the NMFC Credit Facility was $26,812, which included €15,379 denominated in EUR and £8,700 denominated in GBP that has been converted to U.S. dollars.
(2) The 2022 Convertible Notes matured and were repaid on October 15, 2025.
The following table summarizes the notional amounts and fair values of the Company's derivative instruments as of December 31, 2025 and December 31, 2024. The Company's derivative instruments are considered Level II investments.
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Notional Amount | Fair Value | Notional Amount | Fair Value | ||||||||||||||||||||||||||||||||||||||
| Asset | Liability | Asset | Liability | ||||||||||||||||||||||||||||||||||||||
| Derivatives in fair value hedging relationships: | |||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | 600,000 | $ | 5,647 | $ | (366) | $ | 600,000 | $ | — | $ | (7,423) | |||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | 600,000 | $ | 5,647 | $ | (366) | $ | 600,000 | $ | — | $ | (7,423) | |||||||||||||||||||||||||||||
| Total derivatives | $ | 600,000 | $ | 5,647 | $ | (366) | $ | 600,000 | $ | — | $ | (7,423) | |||||||||||||||||||||||||||||
| Total net derivatives(1) | $ | 600,000 | $ | 5,281 | $ | — | $ | 600,000 | $ | — | $ | (7,423) | |||||||||||||||||||||||||||||
(1)As of December 31, 2025, the Company had a net derivative asset at fair value subject to such enforceable master netting arrangement in the amount of $5,281 and a collateral balance of $14,630, included in "Payable to broker" on the Consolidated Statements of Assets and Liabilities. As of December 31, 2024, the Company had a net derivative liability at fair value subject to such enforceable master netting arrangement in the amount of $7,423 and a collateral balance $3,230, included in "Payable to broker" on the Consolidated Statements of Assets and Liabilities. As of December 31, 2025 and December 31, 2024, if the Company had elected to offset, the net amount would be $0 and $0, respectively.
Fair value risk factors—The Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation. Certain events particular to each industry in which the Company's portfolio companies conduct their operations, as well as general economic, political and public health conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. The Company's investments are subject to the risk of non-payment of scheduled interest or principal, resulting in a reduction in income to the Company and their corresponding fair valuations. Also, there may be risk associated with the concentration of investments in one geographic region or in certain industries. These events are beyond the control of the Company and cannot be predicted. Furthermore, the ability to liquidate investments and realize value is subject to uncertainties.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.