You are cordially invited to attend the Special Meeting of Stockholders (the “HRZN Special Meeting”) of Horizon Technology Finance Corporation (“HRZN”), to be held on March 13, 2026 at 2:30 p.m., Eastern Time, at the offices of HRZN, located at 312 Farmington Avenue, Farmington, Connecticut 06032.

The notice of special meeting and joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the HRZN Special Meeting. At the HRZN Special Meeting, you will be asked to approve (i) the issuance of shares of HRZN common stock, par value $0.001 per share (“HRZN Common Stock”), pursuant to the Agreement and Plan of Merger dated as of August 7, 2025 (the “Merger Agreement”) by and among HRZN, Monroe Capital Corporation, a Maryland corporation (“MRCC”), HMMS, Inc., a Maryland corporation and wholly owned subsidiary of HRZN (the “Merger Sub”), Monroe Capital BDC Advisors, LLC, a Delaware limited liability company and investment adviser to MRCC (“MC Advisors”), and Horizon Technology Finance Management LLC, a Delaware limited liability company and investment adviser to HRZN (the “HRZN Advisor”) (such proposal is referred to herein as the “Merger Stock Issuance Proposal”), and (ii) the election of one Class I director of HRZN who will serve until the 2026 annual meeting of stockholders or until his successor is duly elected and qualified (such proposal is referred to herein as the “Director Election Proposal”).

HRZN and MRCC are proposing a combination of both companies pursuant to the Merger Agreement, which provides for Merger Sub to merge with and into MRCC with MRCC continuing as the surviving company and as a wholly owned subsidiary of HRZN (the “Initial Merger”). Immediately following the Initial Merger, MRCC, as the surviving company, would merge with and into HRZN, with HRZN continuing as the surviving company (the “Second Merger”, and together with the Initial Merger, collectively, the “Merger”).

Closing of the Merger is contingent upon certain closing conditions set forth in the Merger Agreement and the Asset Purchase Agreement (as defined below), as described elsewhere in the accompanying joint proxy statement/prospectus. Those conditions include, without limitation, (i) HRZN stockholder approval of the Merger Stock Issuance Proposal, (ii) MRCC stockholder approval of both the Asset Sale (as defined below) and the Merger and (iii) consummation of the Asset Sale immediately prior to the Merger. Closing of the Merger is not contingent upon HRZN stockholder approval of the Director Election Proposal, and if the Merger does not close, the nominee for Class I director of HRZN will not serve as a director unless separately appointed by the Board of Directors of HRZN (the “HRZN Board”) or elected as such by the HRZN stockholders.

If HRZN stockholder approval of the Merger Stock Issuance Proposal is obtained, and the other conditions to closing of each of the Asset Sale and Merger are satisfied or appropriately waived, the following actions will occur:

The Merger Agreement provides that the “Exchange Ratio” will be determined as of a mutually agreed date (the “Determination Date”) no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger. On the Determination Date, each of MRCC and HRZN will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to MRCC, the “Closing MRCC Net Asset Value” and such calculation with respect to HRZN, the “Closing HRZN Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “MRCC Per Share NAV,” which will be equal to (i) the Closing MRCC Net Asset Value divided by (ii) the number of shares of MRCC Common Stock issued and outstanding as of the Determination Date, and the “HRZN Per Share NAV”, which will be equal to (x) the Closing HRZN Net Asset Value divided by (y) the number of shares of HRZN Common Stock issued and outstanding as of the Determination Date. The Exchange Ratio means the quotient (rounded to the fourth nearest decimal) of: (A) the MRCC Per Share NAV, divided by (B) the HRZN Per Share NAV. The Exchange Ratio will be appropriately adjusted to reflect any stock increase, decrease or exchange or if a distribution is authorized and declared between the Determination Date and the effective date of the Merger, in each case, to provide the stockholders of MRCC and HRZN the same economic effect as contemplated by the Merger Agreement prior to such events. No fractional shares of HRZN Common Stock will be issued, and holders of MRCC Common Stock will receive cash in lieu of fractional shares.

The value of the HRZN Common Stock that MRCC stockholders will receive in the Merger will fluctuate with changes in the market price of HRZN Common Stock. We urge you to obtain current market quotations of HRZN Common Stock. HRZN Common Stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “HRZN”. The following table shows the closing sale price of HRZN Common Stock, as reported on Nasdaq on August 6, 2025, the last trading day before the execution of the Merger Agreement, and on January 16, 2026, the last trading day before printing this document.

Abstentions, “withhold votes” and broker non-votes (which occur when a beneficial owner does not instruct its broker, bank or other institution or nominee holding its shares of HRZN Common Stock on its behalf), if any, will have no effect on the outcome of either the Merger Stock Issuance Proposal or the Director Election Proposal.

After careful consideration, and on the recommendation of a special committee comprised of the independent directors of the HRZN Board, the HRZN Board unanimously recommends that HRZN stockholders vote “FOR” the Merger Stock Issuance Proposal. In addition, the HRZN Board, including all of its independent directors, unanimously recommends that HRZN stockholders vote “FOR” the Director Election Proposal.

It is very important that your shares be represented at the HRZN Special Meeting. To ensure proper representation at the HRZN Special Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically via the Internet. Even if you vote your shares prior to the HRZN Special Meeting, you still may attend the HRZN Special Meeting and vote your shares in person if you wish to change your vote. If you prefer, you can save time by voting through the Internet or by telephone as described in the joint proxy statement/prospectus and on the enclosed proxy card. We encourage you to vote via the Internet, if possible, as it saves us significant time and processing costs. Your vote and participation in the governance of HRZN are very important to us.

The accompanying joint proxy statement/prospectus describes the HRZN Special Meeting, the Merger, the documents related to the Merger (including the Merger Agreement), the Director Election Proposal, and other related matters that we believe that HRZN stockholders should know before voting on the Merger Stock Issuance Proposal and Director Election Proposal. Please carefully read this entire document, including “Risk Factors” beginning on page 36 or otherwise incorporated by reference in the joint proxy statement/prospectus, for a discussion of the risks relating to the Merger. HRZN files annual, quarterly and current reports, proxy statements and other information about itself with the SEC. HRZN maintains a website at www.horizontechfinance.com and makes all of its annual, quarterly and current reports, proxy statements and other publicly filed information available on or through its website. You may also obtain such information, free of charge, and make shareholder inquiries by contacting HRZN at 312 Farmington Avenue, Farmington, Connecticut 06032, Attention: Investor Relations, or by calling collect at (860) 676-8654. The SEC also maintains a website at http://www.sec.gov that contains such information. Except for the documents incorporated by reference into the joint proxy statement/prospectus, information on HRZN’s website is not incorporated into or a part of the joint proxy statement/prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of HRZN Common Stock to be issued under the joint proxy statement/prospectus or determined if the joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated January 16, 2026, and it is first being mailed or otherwise delivered to HRZN stockholders on or about January 20, 2026.

Notice is hereby given to the owners of shares of common stock (the “HRZN Stockholders”) of Horizon Technology Finance Corporation (“HRZN”) that:

A Special Meeting of Stockholders (the “HRZN Special Meeting”) of HRZN will be held on March 13, 2026 at 2:30 p.m., Eastern Time, at the offices of HRZN located at 312 Farmington Avenue, Farmington, Connecticut 06032 for stockholders of HRZN to consider and vote on proposals (i) to approve the issuance of shares of HRZN common stock, par value $0.001 per share (“HRZN Common Stock”), pursuant to the Agreement and Plan of Merger, dated as of August 7, 2025 (the “Merger Agreement”), by and among HRZN, Monroe Capital Corporation, a Maryland corporation (“MRCC”), HMMS, Inc., a Maryland corporation and wholly owned subsidiary of HRZN (“Merger Sub”), Monroe Capital BDC Advisors, LLC, a Delaware limited liability company and investment adviser to MRCC (“MC Advisors”), and Horizon Technology Finance Management LLC, a Delaware limited liability company and investment adviser to HRZN (“HRZN Advisor”) (such proposal is referred to herein as the “Merger Stock Issuance Proposal”), and (ii) to approve the election of one Class I director of HRZN who will serve until the 2026 annual meeting of stockholders or until his successor is duly elected and qualified (such proposal is referred to herein as the “Director Election Proposal”).

HRZN and MRCC are proposing a combination of both companies pursuant to the Merger Agreement, with HRZN continuing as the surviving company (the “Merger”). Immediately prior to the Merger, and as a condition to the closing of the Merger, Monroe Capital Income Plus Corporation, a Maryland corporation (“MCIP”), will acquire, for cash, all of the investment assets of MRCC at fair value, as determined by MC Advisors as MRCC’s valuation designee under Rule 2a-5 of the Investment Company Act of 1940, as amended, shortly before the closing date of the transactions, as well as liabilities with respect to such assets, pursuant to an Asset Purchase Agreement, dated as of August 7, 2025, by and among MRCC, MCIP and MC Advisors (the “Asset Purchase Agreement”, and the consummation of the transactions contemplated thereby, the “Asset Sale”), as described elsewhere in the accompanying joint proxy statement/prospectus. As a result, immediately prior to the Merger, it is contemplated that MRCC’s only assets will be the net cash proceeds received from MCIP in connection with the Asset Sale.

Closing of the Merger is contingent upon certain closing conditions set forth in the Merger Agreement and the Asset Purchase Agreement including, without limitation, (i) HRZN stockholder approval of the Merger Stock Issuance Proposal, (ii) MRCC stockholder approval of both the Asset Sale and the Merger and (iii) consummation of the Asset Sale immediately prior to the Merger. Closing of the Merger is not contingent upon HRZN stockholder approval of the Director Election Proposal.

THE HRZN BOARD OF DIRECTORS (THE “HRZN BOARD”), BASED UPON THE RECOMMENDATION OF A SPECIAL COMMITTEE COMPRISED OF THE INDEPENDENT DIRECTORS OF THE HRZN BOARD, HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, INCLUDING THE MERGER AND RELATED TRANSACTIONS AND UNANIMOUSLY RECOMMENDS THAT HRZN STOCKHOLDERS VOTE “FOR” THE MERGER STOCK ISSUANCE PROPOSAL. THE HRZN BOARD, INCLUDING ALL OF ITS INDEPENDENT DIRECTORS, FURTHER UNANIMOUSLY RECOMMENDS THAT HRZN STOCKHOLDERS VOTE “FOR” THE DIRECTOR ELECTION PROPOSAL.

You have the right to receive notice of, and to vote at, the HRZN Special Meeting, or any adjournments and postponements of the HRZN Special Meeting, if you were a HRZN Stockholder of record at the close of business on January 15, 2026. If you are unable to participate in the HRZN Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the Internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to HRZN. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the HRZN Special Meeting, the HRZN Special Meeting may be adjourned or postponed in order to permit further solicitation of proxies by HRZN.

We are not aware of any other business that may properly be brought before the HRZN Special Meeting and, pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the HRZN Special Meeting.

The Merger and the Merger Agreement, as well as the Director Election Proposal, are each described in more detail in the joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached to the joint proxy statement/prospectus as Annex B.

This is an important meeting. To ensure proper representation at the meeting, please promptly authorize a proxy over the Internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by HRZN’s board of directors. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the HRZN Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the HRZN Special Meeting and voting virtually.

You are cordially invited to attend the Special Meeting of Stockholders (the “MRCC Special Meeting”) of Monroe Capital Corporation, a Maryland corporation (“MRCC”), to be held virtually on March 13, 2026 at 2:30 p.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/MRCC2025SM2.

The notice of special meeting and joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the MRCC Special Meeting. At the MRCC Special Meeting, you will be asked to approve:

MRCC and HRZN are proposing a combination of both companies pursuant to the Merger Agreement, which provides, immediately following the consummation of the Asset Sale, and on the terms set forth in the Merger Agreement and described elsewhere in the accompanying joint proxy statement/prospectus, for (i) Merger Sub to merge with and into MRCC in the Initial Merger with MRCC continuing as the surviving company and as a wholly owned subsidiary of HRZN and the shares of common stock of Merger Sub converting into shares of the surviving company, and, (ii) immediately following the Initial Merger, MRCC, as the surviving company, to merge with and into HRZN with HRZN continuing as the surviving company (the “Second Merger,” and together with the Initial Merger, collectively, the “Merger” and, together with the Asset Sale, the “Transactions”). See below for a description of the shares of HRZN common stock, par value $0.001 per share (“HRZN Common Stock”), that holders of MRCC common stock, par value $0.001 per share (“MRCC Common Stock”), will receive in the Initial Merger.

Closing of the Transactions is contingent upon certain closing conditions set forth in the Asset Purchase Agreement and the Merger Agreement, as described elsewhere in the accompanying joint proxy statement/prospectus. These conditions include, without limitation, (i) HRZN stockholder approval of the issuance of shares of HRZN Common Stock, pursuant to the Merger Agreement, (ii) MRCC stockholder approval of both (A) the Asset Sale Proposal and (B) the Merger Proposal and (iii) consummation of the Asset Sale immediately prior to the Merger.

Closing of each of the Asset Sale and the Merger is contingent upon each other. Therefore, neither the Asset Sale nor the Merger will be completed if either the Asset Sale Proposal or the Merger Proposal is not approved. Additionally, even if the Asset Sale Proposal and the Merger Proposal are approved by MRCC stockholders at the MRCC Special Meeting, the Merger will not be completed unless the Asset Sale has been completed. If the requisite approvals of HRZN’s stockholders and MRCC’s stockholders are obtained, and the other conditions to closing of the Transactions are satisfied or appropriately waived (e.g., extend the time for the performance of certain obligations or acts of the other parties, compliance by the other parties with certain agreements or conditions, etc.), the following actions will occur:

The Merger Agreement provides that the “Exchange Ratio” will be determined as of a mutually agreed date (the “Determination Date”) no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger. On the Determination Date, each of MRCC and HRZN will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to MRCC, the “Closing MRCC Net Asset Value” and such calculation with respect to HRZN, the “Closing HRZN Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “MRCC Per Share NAV,” which will be equal to (i) the Closing MRCC Net Asset Value divided by (ii) the number of shares of MRCC Common Stock issued and outstanding as of the Determination Date, and the “HRZN Per Share NAV,” which will be equal to (x) the Closing HRZN Net Asset Value divided by (y) the number of shares of HRZN Common Stock issued and outstanding as of the Determination Date. The Exchange Ratio means the quotient (rounded to the fourth nearest decimal) of: (A) the MRCC Per Share NAV, divided by (B) the HRZN Per Share NAV. The Exchange Ratio will be appropriately adjusted to reflect any stock increase, decrease or exchange or if a distribution is authorized and declared between the Determination Date and the effective date of the Merger, in each case, to provide the stockholders of MRCC and HRZN the same economic effect as contemplated by the Merger Agreement prior to such events. No fractional shares of HRZN Common Stock will be issued, and holders of MRCC Common Stock will receive cash in lieu of fractional shares.

The value of the HRZN Common Stock that MRCC stockholders will receive in the Merger will fluctuate with changes in the market price of HRZN Common Stock. We urge you to obtain current market quotations of HRZN Common Stock. HRZN Common Stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “HRZN”. The following table shows the closing sale price of HRZN Common Stock, as reported on Nasdaq on August 6, 2025, the last trading day before the execution of the Merger Agreement and on January 16, 2026, the last trading day before printing this document.

The holders of at least a majority of MRCC’s outstanding shares must be present at the MRCC’s Special Meeting in order for the Asset Sale Proposal and the Merger Proposal to be voted upon. The approval of each of the Asset Sale Proposal and the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of MRCC Common Stock entitled to vote at the MRCC Special Meeting.

Abstentions, if any, will not count as affirmative votes cast and will therefore have the same effect as votes against the Asset Sale Proposal and/or the Merger Proposal. There are no “routine” proposals at the MRCC Special Meeting and, therefore, MRCC does not expect to receive any broker non-votes at the MRCC Special Meeting.

After careful consideration and on the recommendation of a special committee composed entirely of independent members of the MRCC board of directors (the “MRCC Board”), the MRCC Board unanimously approved the Asset Purchase Agreement, the Asset Sale, the Merger Agreement and the Merger and unanimously recommends that MRCC stockholders vote “FOR” the Asset Sale Proposal and “FOR” the Merger Proposal. No other business is expected to be presented at the MRCC Special Meeting.

It is very important that your shares be represented at the MRCC Special Meeting. To ensure proper representation at the MRCC Special Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically via the Internet. Even if you plan to attend the meeting virtually, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in this joint proxy statement/prospectus and on the enclosed proxy card. We encourage you to vote via the Internet, if possible, as it saves us significant time and processing costs. Even if you vote your shares prior to the MRCC Special Meeting, you still may attend the MRCC Special Meeting and vote your shares virtually if you wish to change your vote. Your vote and participation in the governance of MRCC are very important to us.

The accompanying joint proxy statement/prospectus describes the MRCC Special Meeting, the Asset Sale, the Merger, the documents related to the Asset Sale (including the Asset Purchase Agreement) and the Merger (including the Merger Agreement), the Asset Sale Proposal, the Merger Proposal, and other related matters that we believe that MRCC stockholders should know before voting on the Asset Sale Proposal and the Merger Proposal. Please carefully read this entire document, including “Risk Factors” beginning on page 36 or otherwise incorporated by reference in the joint proxy statement/prospectus, for a discussion of the risks relating to the Transactions. MRCC files annual, quarterly and current reports, proxy statements and other information about itself with the SEC. MRCC maintains a website at www.monroebdc.com and makes all of its annual, quarterly and current reports, proxy statements and other publicly filed information available on or through its website. You may also obtain such information, free of charge, and make shareholder inquiries by contacting MRCC at 155 North Wacker Drive, 35^th Floor, Chicago, Illinois 60606, Attention:

Investor Relations, or by calling collect at (312) 258-8300. The SEC also maintains a website at http://www.sec.gov that contains such information. Except for the documents incorporated by reference into this joint proxy statement/prospectus, information on MRCC website is not incorporated into or a part of this joint proxy statement/prospectus.

The accompanying joint proxy statement/prospectus is dated January 16, 2026, and it is first being mailed or otherwise delivered to MRCC stockholders on or about January 20, 2026.

Notice is hereby given to the owners of shares of common stock (the “MRCC Stockholders”) of Monroe Capital Corporation, a Maryland corporation (“MRCC”), that:

A Special Meeting of Stockholders (the “MRCC Special Meeting”) of MRCC will be held virtually on March 13, 2026 at 2:30 p.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/MRCC2025SM2, for the purpose of approving (i) the Asset Purchase Agreement, dated as of August 7, 2025 (the “Asset Purchase Agreement”), by and among MRCC, Monroe Capital BDC Advisors, LLC (“MC Advisors”), a Delaware limited liability company and investment adviser to MRCC, and Monroe Capital Income Plus Corporation (“MCIP”), a Maryland corporation, and the transactions contemplated thereby, including the sale of all of MRCC’s investment assets to MCIP (the “Asset Sale”) for the price, and on the terms, set forth in the Asset Purchase Agreement (the “Asset Sale Proposal”), and (ii) the merger of HMMS, Inc. (“Merger Sub”), a Maryland corporation and wholly owned subsidiary of Horizon Technology Finance Corporation (“HRZN”), a Delaware corporation, with and into MRCC (the “Initial Merger”) with MRCC continuing as the surviving company and as a wholly owned subsidiary of HRZN, pursuant to the Agreement and Plan of Merger dated as of August 7, 2025 (the “Merger Agreement”) by and among MRCC, HRZN, Merger Sub, MC Advisors and Horizon Technology Finance Management LLC (“HRZN Advisor”), a Delaware limited liability company and investment adviser to HRZN (such proposal to approve the Initial Merger is referred to herein as the “Merger Proposal”).

MRCC and HRZN are proposing a combination of both companies pursuant to the Merger Agreement, which provides, immediately following the consummation of the Asset Sale, and on the terms set forth in the Merger Agreement and described elsewhere in the accompanying joint proxy statement/prospectus, for (i) Merger Sub to merge with and into MRCC in the Initial Merger, with MRCC continuing as the surviving company and as a wholly owned subsidiary of HRZN and, (ii) immediately following the Initial Merger, MRCC, as the surviving company, to merge with and into HRZN, with HRZN continuing as the surviving company (the “Second Merger,” and together with the Initial Merger, collectively, the “Merger” and, together with the Asset Sale, the “Transactions”).

Closing of the Merger is contingent upon certain closing conditions set forth in the Asset Purchase Agreement and the Merger Agreement as described elsewhere in the accompanying joint proxy statement/prospectus. Those conditions include, without limitation, (i) HRZN stockholder approval of the issuance of shares of HRZN common stock, par value $0.001 per share (“HRZN Common Stock”), pursuant to the Merger Agreement, (ii) MRCC stockholder approval of both (A) the Asset Sale Proposal and (B) the Merger Proposal and (iii) consummation of the Asset Sale immediately prior to the Merger.

THE MRCC BOARD OF DIRECTORS (THE “MRCC BOARD”), BASED UPON THE RECOMMENDATION OF A SPECIAL COMMITTEE COMPRISED OF INDEPENDENT MEMBERS OF THE MRCC BOARD, HAS UNANIMOUSLY APPROVED THE ASSET PURCHASE AGREEMENT, THE ASSET SALE, THE MERGER AGREEMENT AND THE MERGER AND UNANIMOUSLY RECOMMENDS THAT MRCC STOCKHOLDERS VOTE “FOR” THE ASSET SALE PROPOSAL AND “FOR” THE MERGER PROPOSAL.

Closing of each of the Asset Sale and the Merger is contingent upon each other. Therefore, neither the Asset Sale nor the Merger will be completed if either the Asset Sale Proposal or the Merger Proposal is not approved. Additionally, even if the Asset Sale Proposal and the Merger Proposal are approved by MRCC stockholders at the MRCC Special Meeting, the Merger will not be completed unless the Asset Sale has been completed.

You have the right to receive notice of, and to vote at, the MRCC Special Meeting, or any adjournments and postponements of the MRCC Special Meeting, if you were an MRCC Stockholder of record at the close of business on January 15, 2026. Whether or not you expect to be present virtually at the MRCC Special Meeting,

please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the Internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to us. In the event there are not sufficient votes for a quorum or to approve the proposal at the time of the MRCC Special Meeting, the MRCC Special Meeting may be adjourned or postponed in order to permit further solicitation of proxies by MRCC.

We are not aware of any other business that may properly be brought before the MRCC Special Meeting and, pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the MRCC Special Meeting.

The Asset Sale, the Asset Purchase Agreement, the Merger and the Merger Agreement, as well as the Asset Sale Proposal and the Merger Proposal, are each described in more detail in the joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. Copies of the Asset Purchase Agreement and the Merger Agreement are attached to the joint proxy statement/prospectus, respectively, as Annex A and Annex B.

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by HRZN (File No. 333-290114), constitutes a prospectus of HRZN under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of HRZN Common Stock to be issued to MRCC stockholders in accordance with the Merger Agreement.

This document also constitutes joint proxy statements of HRZN and MRCC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the HRZN Special Meeting, at which HRZN stockholders will be asked to vote upon the Merger Stock Issuance Proposal and the Director Election Proposal; and (2) the MRCC Special Meeting, at which MRCC stockholders will be asked to vote on the Asset Sale Proposal and the Merger Proposal.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated January 16, 2026. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to HRZN stockholders or MRCC stockholders nor the issuance of HRZN Common Stock in connection with the Merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding HRZN has been provided by HRZN, and information contained in this joint proxy statement/prospectus regarding MRCC has been provided by MRCC.

In May 2020, the SEC adopted Rule 6-11 under Regulation S-X, which eliminated the requirement to provide pro forma financial information for fund acquisitions if certain supplemental information is disclosed, as described in Rule 6-11(d) under Regulation S-X (“Rule 6-11(d)”). Furthermore, the SEC amended Form N-14 to make the disclosure requirements therein consistent with Rule 6-11(d). HRZN and MRCC believe that the disclosure in this joint proxy statement/prospectus meets the supplemental disclosure requirements set forth in Rule 6-11(d) because: (1) this joint proxy statement/prospectus includes a pro forma fee table, showing (a) the pre-transaction fee structures of HRZN and MRCC and (b) the post-transaction fee structure of the combined company; (2) HRZN and MRCC have determined that the Merger would not result in a material change in HRZN’s or MRCC’s investment portfolios due to investment restrictions; and (3) HRZN and MRCC have determined that there are no material differences in the accounting policies of HRZN and MRCC.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Asset Purchase Agreement and the transactions contemplated thereby (including the Asset Sale), the Merger Agreement and the transactions contemplated thereby (including the Merger) and the voting procedures for each of the HRZN Special Meeting and the MRCC Special Meeting.

In addition to the other information included in this document, stockholders should carefully consider the matters described below in determining whether to approve (i) in the case of MRCC stockholders, the Asset Sale Proposal and the Merger Proposal and (ii) in the case of HRZN stockholders, the Merger Stock Issuance Proposal. The information in “Item 1A. Risk Factors” in Part I of HRZN’s Annual Report on Form 10-K (File No. 814-00802) for the fiscal year ended December 31, 2024 is incorporated herein by reference for general risks related to HRZN. The information in “Item 1A. Risk Factors” in Part I of MRCC’s Annual Report on Form 10-K (File No. 814-00866) for the fiscal year ended December 31, 2024 is incorporated herein by reference for general risks related to MRCC. The risks set out below and incorporated by reference herein are not the only risks HRZN and MRCC face and that, following the Merger, the combined company may face. Additional risks and uncertainties not currently known to HRZN or MRCC or that they currently deem to be immaterial also may materially adversely affect their or, following the Merger, the combined company’s, business, financial condition or operating results. If any of the following events occur, HRZN or MRCC or, following the Merger, the combined company’s, business, financial condition or results of operations could be materially adversely affected. See also “Incorporation by Reference for HRZN,” “Incorporation by Reference for MRCC” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

At the effective time of the Merger, each share of MRCC Common Stock issued and outstanding immediately prior to such time (other than shares owned by HRZN or any of its consolidated subsidiaries), will be converted into the right to receive a number of shares of HRZN Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares. For illustrative purposes, based on September 30, 2025 net asset values and including transaction costs and other tax-related distributions, HRZN would issue approximately 23.0 million shares of its common stock in the aggregate pursuant to the Merger Agreement based on MRCC’s shares of common stock outstanding as of September 30, 2025, resulting in pro forma ownership of the combined company of 65.9% for HRZN’s current stockholders and 34.1% for MRCC’s current stockholders.

The market value of the consideration received by MRCC stockholders (together with cash to be received by MRCC stockholders in lieu of fractional shares, the “Merger Consideration”) may vary from the closing price of HRZN Common Stock on the date the Merger was announced, on the date that this joint proxy statement/prospectus was mailed to stockholders, on the date of the MRCC Special Meeting or the date of the HRZN Special Meeting and on the date the Merger is completed and thereafter. Any change in MRCC’s NAV or in the market price of HRZN Common Stock prior to completion of the Merger will affect the market value of the Merger Consideration that MRCC stockholders will receive upon completion of the Merger.

Accordingly, at the time of the MRCC Special Meeting, MRCC stockholders will not know or be able to calculate the market price of the Merger Consideration they would receive upon completion of the Merger. Neither MRCC nor HRZN is permitted to terminate the Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in MRCC’s NAV or in the market price of shares of HRZN Common Stock after the MRCC Special Meeting.

The market price and liquidity of the market for HRZN Common Stock may be significantly affected by numerous factors, some of which are beyond HRZN’s control and may not be directly related to HRZN’s operating performance. These factors include, but are not limited to:

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of HRZN Common Stock to change.

Closing sales prices of HRZN Common Stock as reported on Nasdaq for the fiscal year ended December 31, 2024 ranged from a low of $8.57 to a high of $13.63. Closing sales prices of HRZN Common Stock as reported on Nasdaq for the fiscal year ended December 31, 2025 ranged from a low of $5.72 to a high of $9.86 and, for the period from January 1, 2026 through January 13, 2026, from a low of $6.52 to a high of $6.69. However, historical trading prices are not necessarily indicative of future performance. You should obtain current market quotations for shares of HRZN Common Stock prior to the special meetings.

For illustrative purposes, based on September 30, 2025 net asset values and including transaction costs and other tax-related distributions, HRZN would issue approximately 23.0 million shares of its common stock in the aggregate pursuant to the Merger Agreement based on MRCC’s shares of common stock outstanding as of September 30, 2025. Former MRCC stockholders may decide not to hold the shares of HRZN Common Stock that they will receive pursuant to the Merger Agreement. Certain MRCC stockholders, such as funds with limitations on their permitted holdings of stock, may be required to sell the shares of HRZN Common Stock that they receive pursuant to the Merger Agreement. In addition, HRZN stockholders may decide not to hold their shares of HRZN Common Stock after completion of the Merger. In each case, such sales of HRZN Common Stock could have the effect of depressing the market price for HRZN Common Stock and may take place soon after the completion of the Merger.

MRCC stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in MRCC prior to the Merger. Consequently, MRCC stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of MRCC. HRZN stockholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective ownership interests in HRZN prior to the Merger. Consequently, HRZN stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of HRZN.

Prior to completion of the Merger, subject to certain restrictions in the Merger Agreement, HRZN and MRCC could each issue additional shares of common stock, which would further reduce the percentage ownership of the combined company held by current HRZN stockholders or to be held by MRCC stockholders, as applicable. After completion of the Merger, HRZN may issue additional shares of HRZN Common Stock, including, subject to certain restrictions under the 1940 Act, including a requirement to obtain stockholder approval of such issuance, at prices below HRZN Common Stock’s then-current net asset value per share. The issuance or sale by HRZN of shares of HRZN Common Stock at a discount to net asset value poses a risk of dilution to HRZN and former MRCC stockholders.

The realization of certain benefits anticipated as a result of the Merger will depend in part on the enhanced scale and diversification of HRZN’s business. There can be no assurance that such enhanced scale and diversification will result in advantages to HRZN in a timely fashion or at all. The dedication of management resources to such efforts may detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be other adverse effects as a result of such enhanced scale and diversification.

HRZN also expects to achieve certain cost savings from the Merger when the two companies have fully integrated. It is possible that the estimates of the potential cost savings are incorrect. The cost savings estimates also assume HRZN will be able to combine the operations of HRZN and MRCC in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if HRZN is not able to combine MRCC’s business with the operations of HRZN successfully, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected. Moreover, any cost savings will only be achieved after payment of the allocated costs and expenses associated with the Asset Sale and the Merger. See “Description of the Merger Agreement—Expenses and Fees” and “Description of the Asset Purchase Agreement—Expenses and Fees.”

Certain agreements of HRZN and MRCC or their affiliates, which may include agreements governing indebtedness of HRZN or MRCC, will or may require the consent or waiver of one or more counterparties in connection with the Transactions. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or HRZN’s or MRCC’s obligations under, any such agreement because the Transactions may violate an anti-assignment, change of control or other similar provision relating to any of such transactions. If this occurs, HRZN may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. HRZN and MRCC cannot assure you that HRZN will be able to replace or amend any such agreement on comparable terms or at all. If these types of provisions are triggered in agreements governing indebtedness of HRZN or MRCC, the lender or holder of the debt instrument could accelerate repayment under such indebtedness and negatively affect HRZN’s business, financial condition, results of operations and cash flows.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing HRZN from operating a material part of MRCC’s business.

In addition, the consummation of the Transactions may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of HRZN or MRCC. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

The opinions of the financial advisors to the HRZN Special Committee and the MRCC Special Committee, respectively, were delivered to the parties’ respective boards on, and dated, August 7, 2025. Changes in the operations and prospects of MRCC or HRZN, general market and economic conditions and other factors that may be beyond the control of MRCC or HRZN may significantly alter the value of MRCC or the price of shares of HRZN Common Stock by the time the Merger is completed. The opinions do not speak as of the time the

Transactions will be completed or as of any date other than the date of such opinions. For a description of the opinion that the MRCC Board and the MRCC Special Committee received from the financial advisor to the MRCC Special Committee, see “The Asset Sale and the Merger— Opinion of the MRCC Special Committee’s Financial Advisor.” For a description of the opinion that the HRZN Board and the HRZN Special Committee received from the financial advisor to the HRZN Special Committee, see “The Asset Sale and the Merger—Opinion of the HRZN Special Committee’s Financial Advisor.”

The Transactions may not be completed. If the Transactions are not completed, HRZN and MRCC will have incurred substantial expenses for which no ultimate benefit will have been received. Both companies have incurred and will incur out-of-pocket expenses in connection with the Transactions for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Transactions are not completed.

HRZN anticipates that it will bear expenses of approximately $2.4 million ($0.05 per share of HRZN Common Stock, based on shares outstanding as of September 30, 2025) in connection with the Merger (which is reduced to $1.3 million if the Merger is not consummated). MRCC anticipates that it will bear expenses of approximately $4.1 million ($0.19 per share of MRCC Common Stock, based on shares outstanding as of September 30, 2025) in connection with the Transactions (which is reduced to approximately $3.0 million if the Merger is not consummated). Further, subject to closing of the Merger, the HRZN Advisor, as the investment advisor of the combined company, has agreed to waive an aggregate amount of $4.0 million of advisory fees under the HRZN Investment Management Agreement at the rate of $1.0 million per quarter commencing at the end of the first full fiscal quarter following the closing of the Merger. The Fee Waiver will be in effect until the end of the fourth full fiscal quarter following the closing of the Merger, and for each applicable fiscal quarter, the fees waived will not exceed the total amount of Base Management Fees and Incentive Fees earned by the HRZN Advisor during such fiscal quarter.

If the Merger Agreement and/or Asset Purchase Agreement are terminated, there may be various consequences, including:

The HRZN Charter and the MRCC Charter require HRZN and MRCC, respectively, to indemnify their officers and directors to the maximum permissible extent under applicable law. Further, under the terms of the Asset Purchase Agreement, MRCC has agreed to indemnify and hold harmless MCIP from certain pre-closing liabilities, including related to certain taxes and other obligations. In addition, under the terms of the Merger Agreement, HRZN has agreed to indemnify its officers and directors and directors and officers of MRCC who may become the subject of claims based on the fact that such person is or was our director or officer and pertaining to any actions occurring at or prior to the effective time of the Merger. Uncertainty with respect to the outcome of these obligations could have a material adverse impact on HRZN, MRCC and the surviving company following the consummation of the Transactions.

The Merger Agreement and Asset Purchase Agreement contain provisions that limit each of HRZN’s and MRCC’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant

part of HRZN or MRCC, as applicable. In addition, Merger Agreement also provides that, upon the termination of the Merger Agreement followed by an acquisition of HRZN or MRCC by a third party not affiliated with the HRZN Advisor or MC Advisors, respectively, and such third party acquiror may be required to pay MRCC or HRZN, as applicable, a termination fee of approximately $11 million or $5.4 million, respectively. Further, the Asset Purchase Agreement provides that, upon the termination of the Asset Purchase Agreement followed by an acquisition of MRCC by a third party not affiliated with MC Advisors, such third-party acquiror may be required to pay MCIP a termination fee of approximately $5.4 million. These provisions, which are typical for transactions of this type, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of HRZN or MRCC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share price than that proposed in the Asset Sale or Merger or might result in a potential competing acquiror proposing to pay a lower per share price to acquire HRZN or MRCC than it might otherwise have proposed to pay.

The Transactions are subject to closing conditions, including certain approvals of MRCC’s and HRZN’s respective stockholders that, if not satisfied, will prevent the Transactions from being completed. The closing condition that MRCC’s stockholders approve the Transactions may not be waived under applicable law and must be satisfied for the Transactions to be completed. MRCC currently expects that all directors and executive officers of MRCC will vote their shares of MRCC Common Stock in favor of the proposals presented at the MRCC Special Meeting. If MRCC’s stockholders do not approve the Transactions and the Transactions are not completed, the resulting failure of the Transactions could have a material adverse impact on MRCC’s business and operations. The closing condition that HRZN’s stockholders approve the Merger Stock Issuance Proposal may not be waived under applicable law and must be satisfied for the Merger to be completed. HRZN currently expects that all directors and executive officers of HRZN will vote their shares of HRZN Common Stock in favor of the Merger Stock Issuance Proposal. If HRZN’s stockholders do not approve the Merger Stock Issuance Proposal and the Transactions are not completed, the resulting failure of the Transactions could have a material adverse impact on HRZN’s business and operations.

In addition to the required approvals of HRZN’s and HRZN’s stockholders, the Transactions are subject to a number of other conditions beyond MRCC’s and HRZN’s control, including regulatory approvals, that may prevent, delay or otherwise materially adversely affect its completion. There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of MRCC or MCIP following completion of the Asset Sale or the combined company following completion of the Merger. Neither MRCC nor HRZN can predict whether and when these other conditions will be satisfied.

Uncertainty about the effect of the Transactions may have an adverse effect on HRZN and MRCC and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with HRZN and MRCC to seek to change their existing business relationships with HRZN and MRCC, respectively. In addition (1) the Asset Purchase Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of MRCC’s business during the period prior to the closing of the Asset Sale which may restrict MRCC from taking actions that it might otherwise consider to be in its best interests and (2) the Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of HRZN’s and MRCC;s businesses during the period prior to the closing of the Merger, which may restrict each of MRCC and HRZN from taking actions that it might otherwise consider to be in its best interests. These restrictions may prevent MRCC and HRZN from pursuing certain business opportunities that may arise prior to the completion of the Transactions. Please see the section entitled “Description of the Merger Agreement—Conduct of Business Pending Completion of the Merger” and “Description of the Asset Purchase Agreement – Conduct of Business Pending Completion of the Asset Sale” for a description of the restrictive covenants to which MRCC and HRZN are subject.

Certain conditions to HRZN’s and MRCC’s obligations to complete the Transactions may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of MRCC and MCIP or HRZN, as applicable. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Merger Agreement and Asset Purchase Agreement will have the discretion to complete the Transactions without seeking further stockholder approval. The conditions requiring the approval of the Transactions by MRCC’s stockholders and the Merger Stock Issuance Proposal by HRZN’s Stockholders, however, cannot be waived.

The rights associated with MRCC Common Stock are different from the rights associated with HRZN Common Stock (e.g., a majority of the MRCC stockholders may call a special meeting of stockholders, while the HRZN Bylaws do not contain a similar right). See “Comparison of HRZN and MRCC Stockholder Rights.”

HRZN’s existing business after the Merger will be impacted by the increase in cash and outstanding shares of HRZN Common Stock as a result of the Merger. Accordingly, the results of operations of the combined company and the market price of HRZN Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of each of HRZN and MRCC.

Accordingly, the historical trading prices and financial results of HRZN may not be indicative of these matters for the combined company following the Merger. For a discussion of the business of HRZN and of certain factors to consider in connection with its business, see “Business of Horizon Technology Finance Corporation.” For a discussion of the business of MRCC and of certain factors to consider in connection with its business, see “Business of Monroe Capital Corporation.”

Following the consummation of the Transactions, HRZN and MRCC cannot provide any assurance that they will be able to replicate the historical performance of HRZN and MRCC, or the historical performance of other companies advised by the HRZN Advisor and MC Advisors in the past. Accordingly, the combined company’s investment returns could be substantially lower than the returns achieved by HRZN or MRCC in the past, or by such other funds managed by the HRZN Advisor or MC Advisors.

Upon the closing of the Transactions, based upon net asset values of HRZN and MRCC’s shares as of September 30, 2025, HRZN expects to receive approximately $162.4 million in cash proceeds (before HRZN transaction expenses). To deploy that cash, HRZN must identify and invest in loans and other assets consistent with HRZN’s investment strategy. Depending on market conditions, it may be difficult to identify a sufficient number of investments compatible with HRZN’s strategy at pricing that generates attractive returns to the stockholders of the combined company. HRZN’s ability to identify suitable investments will depend on conditions in the market for loans immediately after the closing of the Transactions, and any disruption in the lending market at that time could require that HRZN delay its investments or make investments on less favorable terms than HRZN would typically require. HRZN may also invest in companies with which you may not agree. If HRZN is unable to make appropriate, attractive investments, HRZN’s returns will diminish as HRZN holds cash or cash equivalents that generate returns lower than returns HRZN typically earns on debt investments until such time as HRZN can invest the net proceeds of the Transactions in debt investments.

The following table is intended to assist HRZN Stockholders and MRCC Stockholders in understanding the costs and expenses that an investor in shares of HRZN Common Stock or MRCC Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Merger. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you”, “HRZN” or “MRCC”, stockholders will indirectly bear such fees or expenses as investors in HRZN or MRCC, as applicable. The table below is based on information as of September 30, 2025 for each party (except as noted below), annualized for a full year, and includes expenses of the applicable consolidated subsidiaries.

The following examples demonstrate the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in HRZN, MRCC or the combined company’s common shares following completion of the Merger on a pro forma basis. In calculating the following expense amounts, each of HRZN and MRCC has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Merger assume that the Merger closed on September 30, 2025, and that the leverage and operating expenses of HRZN and MRCC remain at the levels set forth in the tables above. Estimated transaction expenses related to the Merger and the impacts of the Fee Waiver are not included in the following examples.

While the example assumes, as required by the SEC, a 5% annual return, the performance of HRZN, MRCC and the combined company will vary and may result in a return greater or less than 5%. As incentive fees vary based on the character of the 5% return under both the HRZN Investment Management Agreement and MRCC Investment Advisory Agreement, the examples above provide (i) expenses assuming no return from capital gains (therefore not meeting the hurdle rate for the first part of the incentive fee calculations based on net interest income for HRZN, MRCC and Pro Forma) and (ii) expenses assuming the entire return is from realized capital gains (resulting in a capital gains incentive fee for HRZN, MRCC and Pro forma). If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under the distribution reinvestment plan may occur at a price per share that differs from NAV.

The example and the expenses in the table above should not be considered a representation of HRZN’s or MRCC’s or, following the completion of the Merger, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to HRZN, MRCC or, following the Transactions, the combined company, regarding future events or the future performance or future financial condition of HRZN, MRCC or, following the Transactions, the combined company. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about HRZN, MRCC or, following the Transactions, the combined company, their industry and their respective beliefs and assumptions. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including:

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors”, in “Item 1A. Risk Factors” in Part I of HRZN’s Annual Report on Form 10-K (File No. 814-00802) for the fiscal year ended December 31, 2024, in “Item 1A. Risk Factors” in Part I of MRCC’s Annual Report on Form 10-K (File No. 814-00866) for the fiscal year ended December 31, 2024 and elsewhere in this joint proxy statement/prospectus.

The forward-looking statements included in this joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus are based on information available on the date of this joint proxy statement/prospectus. Actual results could differ materially from those anticipated in any forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that HRZN or MRCC may make directly to you or through reports that each has filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. HRZN and MRCC have not independently verified such statistics or data.

You should understand that, under Sections 27A(b)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this joint proxy statement/prospectus, any prospectus supplement or in periodic reports HRZN files under the Exchange Act.

The HRZN Special Meeting will be held on March 13, 2026 at 2:30 p.m., Eastern Time, at the offices of HRZN located at 312 Farmington Avenue, Farmington, Connecticut 06032. This joint proxy statement/prospectus will be sent to HRZN stockholders of record as of January 15, 2026 on or about January 20, 2026.

At the HRZN Special Meeting, HRZN stockholders will be asked to approve the Merger Stock Issuance Proposal and the Director Election Proposal.

The HRZN Board, based upon the recommendation of the HRZN Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions and unanimously recommends that HRZN stockholders vote “FOR” the Merger Stock Issuance Proposal. The HRZN Board, including all of the HRZN Independent Directors, further unanimously recommends that HRZN stockholders vote “FOR” the Director Election Proposal.

HRZN stockholders may vote their shares at the HRZN Special Meeting only if they were a stockholder of record at the close of business on January 15, 2026. There were 46,316,648 shares of HRZN Common Stock outstanding on the HRZN Record Date. Each share of HRZN Common Stock is entitled to one vote.

The presence at the HRZN Special Meeting, in person or by proxy, of the holders of a majority of the shares of HRZN Common Stock outstanding on the HRZN Record Date will constitute a quorum. Abstentions and shares with respect to which a vote is withheld will be treated as shares present for the purpose of determining a quorum for the HRZN Special Meeting.

If there appear not to be enough votes for a quorum or to approve the proposals at the HRZN Special Meeting, the HRZN Special Meeting may be adjourned for such periods as the presiding officer of the HRZN Special Meeting directs. The holders of a majority of the votes entitled to be cast by the HRZN stockholders entitled to vote thereat, present in person or represented by proxy, will have the power to adjourn the HRZN Special Meeting from time to time without notice other than announcement at the HRZN Special Meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. Paul A. Seitz and Daniel R. Trolio are the persons named as proxy and will vote proxies held by one of them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

If sufficient votes in favor of any of the proposals to be considered at the HRZN Special Meeting have been received at the time of the HRZN Special Meeting, the applicable proposal or proposals may be acted upon and such action will be final, regardless of any subsequent adjournments to consider other proposals.

A “broker non-vote” with respect to a matter occurs when a broker, bank or other institution or nominee holding shares on behalf of a beneficial owner returns a proxy but has not provided voting instructions because it has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals. If a HRZN stockholder does not vote in person at the HRZN Special Meeting or by proxy in accordance with the instructions provided herein, or does not submit voting instructions to its broker, bank or other nominee, the broker, bank or other nominee will only be permitted to vote the stockholder’s shares on “routine” proposals. There are no “routine” proposals at the HRZN Special Meeting. Therefore, HRZN does not expect to receive any broker non-votes at the HRZN Special Meeting.

Each share of HRZN Common Stock held by a holder of record as of the HRZN Record Date has one vote on each matter considered at the HRZN Special Meeting.

The affirmative vote of the holders of a majority of the votes cast by HRZN stockholders at the HRZN Special Meeting in person or by proxy is required for approval of the Merger Stock Issuance Proposal (meaning that the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). HRZN stockholders may vote “for,” “against” or “abstain” from voting on the Merger Stock Issuance Proposal. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast for the foregoing purpose and, as a result, will have no effect on the Merger Stock Issuance Proposal.

With respect to the Director Election Proposal, the director nominee will be elected by a plurality of the votes cast at the HRZN Special Meeting. HRZN stockholders may vote “for” or “withhold” authority to vote for the nominee for the HRZN Board. Stockholders may not cumulate their votes. “Withhold” votes and broker non-votes, if any, are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominee in the Director Election Proposal.

On the HRZN Record Date, HRZN’s officers and directors owned and were entitled to vote 363,604 shares of HRZN Common Stock, representing less than 1.0% of the outstanding shares of HRZN Common Stock on the HRZN Record Date. None of HRZN’s officers or directors has entered into any voting agreement relating to the Merger.

HRZN encourages HRZN stockholders to vote their shares, either by voting in-person at the HRZN Special Meeting or by voting by proxy, which means that the HRZN stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the applicable HRZN stockholder’s instructions. If a HRZN stockholder executes a proxy without specifying their voting instructions, such HRZN stockholder’s shares will be voted “FOR” the Merger Stock Issuance Proposal and “FOR” the Director Election Proposal. Pursuant to the HRZN Bylaws, only the matters set forth in the notice of the special meeting may be brought before the HRZN Special Meeting.

A HRZN stockholder may vote in-person at the HRZN Special Meeting or by proxy in accordance with the instructions provided below. A HRZN stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later

than the original proxy card and returning it, by mail, in time to be received before the HRZN Special Meeting, by attending the HRZN Special Meeting and voting in person, or by a notice, provided in writing and signed by the HRZN stockholder, delivered to HRZN’s Secretary on any business day before the date of the HRZN Special Meeting. If you hold shares of HRZN Common Stock through a broker or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the in person HRZN Special Meeting does not revoke your proxy unless you also vote in person at the HRZN Special Meeting.

HRZN and MRCC will equally bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the applicable accompanying Notice of Special Meeting of Stockholders and proxy card. HRZN and MRCC intend to use the services of Broadridge to aid in the solicitation of proxies for an estimated fee of approximately $725,000 plus pass through charges. No additional compensation will be paid to directors, officers or regular employees for such services. For more information regarding expenses related to the Merger, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Merger?”

HRZN stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the HRZN Special Meeting.

The MRCC Special Meeting will be held virtually on March 13, 2026 at 2:30 p.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/MRCC2025SM2. This joint proxy statement/prospectus will be sent to MRCC stockholders of record as of January 15, 2026 on or about January 20, 2026.

At the MRCC Special Meeting, MRCC stockholders will be asked to approve (i) the Asset Sale Proposal and (ii) the Merger Proposal.

The MRCC Board, based upon the recommendation of the MRCC Special Committee, has unanimously approved the Asset Purchase Agreement, the Asset Sale, the Merger Agreement and the Merger and unanimously recommends that MRCC stockholders vote “FOR” the Asset Sale Proposal and “FOR” the Merger Proposal.

MRCC stockholders may vote their shares at the MRCC Special Meeting only if they were a stockholder of record at the close of business on January 15, 2026. There were 21,666,340 shares of MRCC Common Stock outstanding on the MRCC Record Date. Each share of MRCC Common Stock is entitled to one vote.

The presence at the MRCC Special Meeting, virtually or by proxy, of stockholders entitled to cast a majority of votes entitled to be cast at the MRCC Special Meeting will constitute a quorum. Abstentions will be treated as shares present for the purpose of determining a quorum for the MRCC Special Meeting. If a quorum is not established, the chairman of the meeting may adjourn the MRCC Special Meeting to permit the further solicitation of proxies.

Additionally, if there appear not to be enough proxies or stockholder attendees to establish a quorum or, regardless whether or not a quorum may be established, not enough votes to approve the proposals at the MRCC Special Meeting, the chairman of the MRCC Special Meeting has the power to adjourn the MRCC Special Meeting from time to time. If the chairman of the MRCC Special Meeting adjourns the meeting to a date not more than 120 days after the original record date, he or she may do so without notice other than announcement at the MRCC Special Meeting. Additionally, Theodore L. Koenig and Lewis W. Solimene, Jr. are the persons named as proxy and will vote proxies held by one of them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

If sufficient votes in favor of any of the proposals to be considered at the MRCC Special Meeting have been received at the time of the MRCC Special Meeting, the applicable proposal or proposals may be acted upon and such action will be final, regardless of any subsequent adjournments to consider other proposals.

A “broker non-vote” with respect to a matter occurs when a broker, bank or other institution or nominee holding shares on behalf of a beneficial owner returns a proxy but has not provided voting instructions because it has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals. If an MRCC stockholder does not vote virtually at the MRCC Special Meeting or by proxy in accordance with the instructions provided herein, or does not submit voting instructions to its broker, bank or other nominee, the broker, bank or other nominee will only be permitted to vote the stockholder’s shares on “routine” proposals. There are no “routine” proposals at the MRCC Special Meeting. Therefore, MRCC does not expect to receive any broker non-votes at the MRCC Special Meeting.

Each share of MRCC Common Stock held by a holder of record as of the MRCC Record Date has one vote on each matter considered at the MRCC Special Meeting.

The affirmative vote of the holders of a majority of the outstanding shares of MRCC Common Stock entitled to vote at the MRCC Special Meeting is required to approve the Asset Sale Proposal (meaning that of the outstanding shares of MRCC Common Stock on the MRCC Record Date, a majority of them must be voted “for” the proposal for it to be approved). MRCC stockholders may vote “for,” “against” or “abstain” from voting on the Asset Sale Proposal. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the Asset Sale Proposal.

The affirmative vote of the holders of a majority of the outstanding shares of MRCC Common Stock entitled to vote at the MRCC Special Meeting is required to approve the Merger Proposal (meaning that of the outstanding shares of MRCC Common Stock on the MRCC Record Date, a majority of them must be voted “for” the proposal for it to be approved). MRCC stockholders may vote “for,” “against” or “abstain” from voting on the Merger Proposal. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the Merger Proposal.

On the MRCC Record Date, MRCC’s officers and directors owned and were entitled to vote 879,486 shares of MRCC Common Stock, representing approximately 4.1% of the outstanding shares of MRCC Common Stock on the MRCC Record Date. None of MRCC’s officers or directors has entered into any voting agreement relating to the Transactions.

MRCC encourages MRCC stockholders to vote their shares, either by voting virtually at the MRCC Special Meeting or by voting by proxy, which means that the MRCC stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the applicable MRCC stockholder’s instructions. If an MRCC stockholder executes a proxy without specifying their voting instructions, such MRCC stockholder’s shares will be voted “FOR” the Asset Sale Proposal and “FOR” the Merger Proposal. Pursuant to the MRCC Bylaws, only the matters set forth in the notice of the special meeting may be brought before the MRCC Special Meeting.

An MRCC stockholder may vote virtually at the MRCC Special Meeting or by proxy in accordance with the instructions provided below. An MRCC stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link.

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the Internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the MRCC Special Meeting, by attending the MRCC Special Meeting and voting virtually, or by a notice, provided in writing and signed by

the MRCC stockholder, delivered to MRCC’s Secretary on any business day before the date of the MRCC Special Meeting. If you hold shares of MRCC Common Stock through a broker or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the virtual MRCC Special Meeting does not revoke your proxy unless you also vote online at the MRCC Special Meeting.

MRCC and HRZN will equally bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the applicable accompanying Notice of Special Meeting of Stockholders and proxy card. MRCC and HRZN intend to use the services of Broadridge to aid in the solicitation of proxies for an estimated fee of approximately $725,000 plus pass through charges. No additional compensation will be paid to directors, officers or regular employees for such services.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Merger?”

Pursuant to Section 3-202(c)(4) of the MGCL and the MRCC Charter, no stockholder is entitled to appraisal rights unless the MRCC Board shall determine that such rights apply. The MRCC Board has made no such determination.

The following table sets forth (1) MRCC’s actual capitalization as of September 30, 2025, (2) MRCC’s Pro Forma capitalization as adjusted to reflect the Asset Sale (assuming it closed on September 30, 2025), (3) HRZN’s actual capitalization as of September 30, 2025, and (4) HRZN’s Pro Forma capitalization as adjusted to reflect the effects of the Merger (assuming it closed on September 30, 2025). You should read this table together with MRCC’s and HRZN’s consolidated financial statements incorporated by reference herein.

The financial data is not intended to provide any indication of what the combined company’s actual financial position or results of operations would have been had the Transactions been completed on the date indicated or to project results of operations for any future date.

The discussion in this joint proxy statement/prospectus, which includes the material terms of the Transactions and the principal terms of the Asset Purchase Agreement and the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Asset Purchase Agreement and the Merger Agreement, copies of which are attached as Annex A and Annex B, respectively, to this joint proxy statement/prospectus.

Pursuant to the terms of the Asset Purchase Agreement, on the Closing Date, MRCC will sell to MCIP, and MCIP will purchase from MRCC, all of the investment assets of MRCC at fair value, as determined shortly before the Closing Date, for cash, as well as liabilities with respect to such assets. Under the Asset Purchase Agreement, the Asset Sale is contingent upon, and will become effective immediately prior to the effectiveness of, the Merger.

As of the Asset Sale Determination Date, MRCC will deliver to MCIP a calculation of fair value of the Purchased Assets (as defined in the Asset Purchase Agreement) as of such date (such calculation, the “Closing MRCC Asset Value”), using a pre-agreed set of assumptions, methodologies and adjustments. At the Closing Date, MCIP will pay, or cause to be paid, an amount in cash equal to the Closing MRCC Asset Value (the “Purchase Price”) to MRCC (or its designee) by wire transfer of immediately available funds to such account or accounts as directed in writing by MRCC, and MRCC will sell, transfer, assign, convey, and deliver to MCIP all of its investment assets and liabilities, including obligations under the documents governing MRCC’s portfolio assets. MRCC will use a portion of the Purchase Price to pay all of its obligations under its then-outstanding financing arrangements. Following the Asset Sale, MRCC’s only assets will be the net cash proceeds from the sale after giving effect to the receipt of proceeds from the Asset Sale, repayment of liabilities, transaction costs and distribution of undistributed NII.

Pursuant to and subject to the terms and conditions of the Merger Agreement, subsequent to the closing of the Asset Sale, MRCC will merge with HRZN.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into MRCC. MRCC will be the surviving company and will continue its existence as a corporation under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Second Merger, the surviving company will merge with and into HRZN in accordance with the MGCL and the DGCL, with HRZN as the surviving entity.

If the Merger is consummated, each MRCC stockholder will be entitled to receive shares of HRZN Common Stock equal to the Exchange Ratio (as defined below) for each share of MRCC Common Stock held by such MRCC Stockholders as of the Effective Time. The number of shares of HRZN Common Stock to be received will be determined according to the following: as of the Merger Determination Date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time, each of HRZN and MRCC will deliver to the other a calculation of its NAV as of such date (such calculation with respect to HRZN, the “Closing HRZN Net Asset Value” and such calculation with respect to MRCC, the “Closing MRCC Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “HRZN Per Share NAV,” which will be equal to (i) the Closing HRZN Net Asset Value divided by (ii) the number of shares of HRZN Common Stock issued and outstanding as of the Merger Determination Date, and the “MRCC Per Share NAV,” which will be equal to (A) the Closing MRCC Net Asset Value divided by (B) the number of shares of MRCC Common Stock issued and outstanding as of the Merger Determination Date.

The “Exchange Ratio” will be the quotient (rounded to the fourth nearest decimal) of: (A) the MRCC Per Share NAV, divided by (B) the HRZN Per Share NAV. The Exchange Ratio will be appropriately adjusted to reflect any stock increase, decrease or exchange or if a distribution is authorized and declared between the Merger Determination Date and the Effective Time, in each case, to provide the stockholders of MRCC and HRZN the same economic effect as contemplated by the Merger Agreement prior to such events. No fractional shares of HRZN common stock will be issued, and holders of MRCC common stock will receive cash in lieu of fractional shares.

The number of shares of HRZN Common Stock to be received will be subject to adjustment only if, between the date of the Merger Agreement and the effective time of the Merger, the respective outstanding shares of HRZN Common Stock or MRCC Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

Following the Merger, HRZN intends to continue its operations as conducted before the Merger.

Each of the MRCC Board, the HRZN Board and the MCIP Board regularly reviews and assesses the business and operations of MRCC, HRZN and MCIP, respectively, with the goal of increasing long-term stockholder value. Similarly, MC Advisors and the HRZN Advisor also regularly review and assess the business and operations of MRCC and MCIP (in the case of MC Advisors) and HRZN (in the case of the HRZN Advisor), with the goal of increasing long-term stockholder value. As a part of these reviews, the MRCC Board and the HRZN Board each separately regularly consider strategic alternatives (including possible asset sale and merger transactions) available to its respective entity, including whether or not to engage in a strategic transaction.

As part of these activities, one of the means explored to potentially enhance stockholder value for MRCC, HRZN and MCIP, respectively, has been to enhance the size and scale of MRCC, HRZN and/or MCIP. MC Advisors, the HRZN Advisor, and the MRCC Board and the HRZN Board, as applicable, have focused their efforts on opportunities to provide additional scale to MRCC and HRZN, respectively, because of what each of them viewed as a general tendency of BDCs with smaller market capitalizations to trade at a larger discount or smaller premium to net asset value relative to larger BDCs, particularly as the number of BDCs with a larger market capitalization has increased meaningfully over the last several years. In addition, MC Advisors and the HRZN Advisor have noted that BDCs with larger net assets generally have access to a wider array of debt funding solutions, including access to structuring alternatives that can reduce potential borrowing costs over time. MC Advisors and the HRZN Advisor and the MRCC Board and the HRZN Board each also discussed using strategic transactions to attract additional equity research analyst coverage and institutional investors, which could, with respect to MRCC and HRZN, improve their stock trading dynamics (including the potential to improve stock price and liquidity) and generate meaningful cost savings through incremental operating synergies.

In connection with these considerations, in August 2024, as part of its ongoing consideration of strategic transactions, the MRCC Board met with representatives of Houlihan Lokey. At this meeting, representatives of Houlihan Lokey provided an overview of their experience and qualifications in serving as financial advisor to independent BDC boards and their specific experience in the BDC and private credit sectors, as well as with mergers and acquisitions and strategic transactions generally. During the discussions with Houlihan Lokey, the MRCC Board, including the MRCC Independent Directors, noted that Houlihan Lokey is a nationally recognized investment banking firm with substantial experience in strategic transactions in the BDC space. 

During the remainder of 2024 and the beginning of 2025, the MRCC Board continued to evaluate and assess various strategic options in consultation with representatives of MC Advisors.

On May 1, 2025, the MRCC Board met by videoconference, with representatives of MC Advisors, Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”) and Houlihan Lokey in attendance. Thomas Allison voluntarily recused himself from this meeting due to his service as a director on the MRCC Board and the MCIP Board, which could give rise to potential conflicts of interest. During the May 1, 2025 meeting, representatives of MC Advisors discussed with the MRCC Board a potential transaction whereby MRCC would sell all of its investment assets to MCIP for cash (the “Proposed Asset Sale”) and, immediately thereafter, combine with HRZN (the “Proposed Merger” and, together with the Proposed Asset Sale, the “Proposed Transaction”), in each case pursuant to the “safe harbor” afforded by Rule 17a-8 under the 1940 Act. In discussing the Proposed Transaction, the MRCC Board noted that (i) both MRCC and MCIP were advised by MC Advisors, and there was significantly increasing overlap between the investment strategy and portfolios of MRCC and MCIP, and (ii) due to the combined company’s increased size and scale post-closing, combining MRCC with HRZN would be expected to, among other things, reduce per-share operating expenses for the combined company’s stockholders, improve trading liquidity through, among other things, a broader investor base, and enable the combined company to access a wider array of debt funding solutions than either company

could access separately, including access to structuring alternatives and potential borrowing cost reductions over time. During the May 1, 2025 meeting, representatives of Houlihan Lokey again provided to the MRCC Board an overview of Houlihan Lokey’s relevant experience, as well as their qualifications to serve as financial advisor to the MRCC Board or to any independent committee of the MRCC Board that might be established to review any strategic transaction, including the Proposed Transaction. This overview included a discussion of the proposed fees for such an engagement. Houlihan Lokey also provided a memorandum describing certain relationships of Houlihan Lokey with MRCC, MCIP, HRZN and Monroe Capital.

Following Houlihan Lokey’s overview at the May 1, 2025 meeting, and after further discussion with representatives of Nelson Mullins, the MRCC Board established the MRCC Special Committee. The MRCC Special Committee consisted of all of the MRCC Independent Directors other than Thomas Allison, in light of his concurrent service on the MCIP Board, to analyze and evaluate the possibility of a strategic transaction for MRCC, including the Proposed Transaction, and authorized and delegated to the MRCC Special Committee the power and authority to take any and all actions that it may deem necessary, advisable or appropriate in connection with analyzing and evaluating strategic options, including the Proposed Transaction, including the engagement of a financial advisor and legal counsel.

Following the May 1, 2025 meeting, in May 2025, the MRCC Special Committee engaged Nelson Mullins as special counsel to the MRCC Special Committee in connection with its analysis and evaluation of strategic options, including the Proposed Transaction.

Following receipt of a draft engagement letter from Houlihan Lokey, on May 22, 2025, the MRCC Special Committee held a meeting, with representatives of Houlihan Lokey, Nelson Mullins and MC Advisors in attendance, to discuss the terms of the engagement letter of Houlihan Lokey, including fee mechanics, tail periods and the potential delivery of a fairness opinion in connection with any proposed transaction, as well as matters relating to strategic options for MRCC, including with respect to the Proposed Transaction. After this initial discussion, the representatives of MC Advisors and Houlihan Lokey left the meeting, and the MRCC Special Committee continued the discussion with representatives of Nelson Mullins present, following which the MRCC Special Committee engaged Houlihan Lokey as the MRCC Special Committee’s financial advisor.

On May 30, 2025, the MCIP Board met by videoconference with representatives of MC Advisors, Eversheds Sutherland (US) LLP (“Eversheds”) and Keefe, Bruyette & Woods, Inc. (“KBW”) in attendance and with Thomas Allison voluntarily recusing himself from such meeting due to potential conflicts from service on the MRCC Board. During the May 30, 2025 meeting, representatives of MC Advisors introduced to the MCIP Board a summary of the Proposed Asset Sale in the context of the Proposed Transaction. Following further discussion, the MCIP Board determined it was appropriate to establish, and thereafter did establish, the MCIP Special Committee, consisting of all of the MCIP Independent Directors other than Thomas Allison, in light of his concurrent service on the MRCC Board, to evaluate the Proposed Asset Sale on behalf of MCIP. In connection with the establishment of the MCIP Special Committee, the MCIP Board also authorized and delegated to the MCIP Special Committee the power and authority to take any and all actions that it may deem necessary, advisable or appropriate in connection with analyzing and evaluating the Proposed Asset Sale, including the retention of financial and legal advisors. In connection with the foregoing, it was also determined that, given their familiarity with the Investment Company Act and MCIP’s operations, it would be in the best interests of MCIP and its shareholders to engage Eversheds to provide legal advice to the MCIP Special Committee in connection with MCIP Special Committee’s analysis and evaluation of the Proposed Asset Sale. In addition, representatives of KBW generally discussed KBW’s experience with transactions involving BDCs, including mergers of BDCs and similar strategic transactions, and other qualifications to act as outside financial advisor to the MCIP Special Committee, and a discussion ensued regarding the possibility of engaging KBW as financial advisor to the MCIP Special Committee in connection with the Proposed Asset Sale.

On June 4, 2025, the HRZN Board met by videoconference with representatives of the HRZN Advisor, MC Advisors, Blank Rome LLP, counsel to the HRZN Independent Directors (“Blank Rome”), and Dechert LLP (“Dechert”), counsel to MC Advisors and the HRZN Advisor, in attendance. During this meeting, representatives of the HRZN Advisor introduced the Proposed Transaction to the HRZN Board. Representatives of Blank Rome then discussed the responsibilities of the HRZN Independent Directors in connection with a review of strategic options, including with respect to the Proposed Transaction and the HRZN Independent Directors’ fiduciary duties. Representatives of Oppenheimer then joined the meeting and presented to the HRZN Board an overview of their experience with transactions involving BDCs, including mergers of BDCs and similar strategic

transactions, and their qualifications to serve as financial advisor to the HRZN Independent Directors in the event that the HRZN Independent Directors entered into a formal review of any strategic options, their respective independence with respect to such potential engagement, and the proposed fees for the engagement.

On June 5, 2025, the HRZN Board met by videoconference, with representatives of the HRZN Advisor, Blank Rome and Dechert in attendance. During the June 5, 2025 meeting, the HRZN Board established the HRZN Special Committee, consisting of all of the HRZN Independent Directors, to evaluate the possibility of a strategic transaction, including the Proposed Merger on behalf of HRZN. The HRZN Board authorized and delegated to the HRZN Special Committee the power and authority to take any and all actions that it may deem necessary, advisable or appropriate in connection with analyzing and evaluating any strategic transaction, including the Proposed Merger. Following the meeting of the HRZN Board, the HRZN Special Committee separately met in executive session, with representatives of Blank Rome and Dechert in attendance, to discuss selection of a financial advisor, and decided to invite two additional investment banks to present to the HRZN Special Committee and invited Oppenheimer to present again to the HRZN Special Committee.

Following the June 5, 2025 meeting, the HRZN Independent Directors, on behalf of themselves and the HRZN Special Committee formally engaged Blank Rome as special counsel to the HRZN Special Committee in connection with its analysis and evaluation of strategic options, including the Proposed Merger.

On June 9, 2025, to facilitate the review of the Proposed Transaction by the MRCC Special Committee, the MCIP Special Committee and the HRZN Special Committee, MRCC, HRZN and MCIP entered into a mutual confidentiality agreement to facilitate disclosures between and among each of MRCC, HRZN and MCIP of certain confidential information concerning the disclosing party to the other parties and their respective representatives.

On June 10, 2025, the HRZN Special Committee met by videoconference, with representatives of Blank Rome and Dechert in attendance, during which the HRZN Special Committee received presentations from representatives of two other investment banks, separately, to evaluate and discuss their respective qualifications to potentially serve as financial advisor to the HRZN Special Committee.

Following receipt of a draft engagement letter from Oppenheimer, on June 13, 2025, the HRZN Special Committee met by videoconference, with representatives of Oppenheimer, Blank Rome and Dechert in attendance, during which the HRZN Special Committee discussed with representatives of Oppenheimer the potential benefits and risks associated with the Proposed Merger and any alternatives to the Proposed Merger. In terms of potential benefits, Oppenheimer noted that the Proposed Merger would increase HRZN’s scale, potentially improve its access to equity capital markets, facilitate improved access to debt financings and enable HRZN to lower its expense burden and overall cost of capital. In terms of potential risks, Oppenheimer noted that it could be challenging to invest a large capital infusion efficiently within a short period of time and that any delay in deploying capital could put downward pressure on the HRZN’s dividend amounts and reduce investment returns for the HRZN’s stockholders in the short term. After Oppenheimer’s presentation, its representatives left the meeting and the HRZN Special Committee discussed the terms of the engagement letter put forward by Oppenheimer, including fee mechanics and tail periods. At the end of the meeting, the HRZN Special Committee discussed the qualifications of Oppenheimer and the two other investment banks that had presented to the HRZN Special Committee. After such discussion, the HRZN Special Committee approved the appointment of Oppenheimer to serve as the financial advisor to the HRZN Special Committee.

On June 17, 2025, the MCIP Special Committee met with representatives of Eversheds, KBW and MC Advisors also in attendance. During this meeting, representatives from MC Advisors provided an update to the MCIP Special Committee regarding the process and proposed timing of the Proposed Transaction. During this meeting, the MCIP Special Committee had further discussions with representatives of KBW regarding KBW acting as the financial advisor to the MCIP Special Committee, and Eversheds discussed with the MCIP Special Committee the fiduciary duties of directors of a Maryland corporation and certain considerations under the 1940 Act relating to the consideration of any strategic transaction, including the Proposed Asset Sale, and discussed the requirements of Rule 17a-8 under the 1940 Act. At this meeting, the MCIP Special Committee approved the engagement of KBW as the financial advisor to the MCIP Special Committee.

Throughout June 2025, the HRZN Special Committee held multiple meetings and the MCIP Special Committee met once, in each case with the respective committee’s special counsel present, to discuss the Proposed Asset Sale and Proposed Merger, as applicable, and certain related matters such as process, timing and

potential terms of the relevant transactions. Representatives from MC Advisors, in the case of the MCIP Special Committee, or the HRZN Advisor, in the case of the HRZN Special Committee, were invited by the applicable Special Committees to answer questions during parts of these meetings.

On July 3, 2025, representatives of MC Advisors sent an initial draft of a preliminary, non-binding term sheet (the “Non-Binding Term Sheet”) to each of the MRCC Special Committee, the HRZN Special Committee and the MCIP Special Committee, setting forth proposed economic terms for the Proposed Transaction. Among other terms, the Non-Binding Term Sheet set forth that (i) the consideration for the Proposed Asset Sale to be paid to MRCC by MCIP would be determined based on the fair value of MRCC’s assets and (ii) the consideration for the Proposed Merger to be paid to MRCC Stockholders by HRZN would be determined based on the relative net asset values of MRCC and HRZN, consistent with similar mergers of affiliated investment companies and Rule 17a-8 under the 1940 Act. The initial Non-Binding Term Sheet also included the following, among other items: (i) a proposed $3.25 million advisory fee waiver by the HRZN Advisor to HRZN, as the surviving entity from the Proposed Merger; (ii) a proposal that the HRZN Board (as the board of the surviving entity) would consider committing to open-market repurchases of HRZN shares following the closing; (iii) a proposal regarding the composition of the HRZN Board following the closing to consist of four members, three of whom would be current directors of HRZN comprised of one Interested Director and two current Independent Directors and the fourth to be a current MRCC Independent Director; (iv) a proposal regarding the handling by the parties of certain transaction-related costs and expenses; and (v) a provision contemplating that the parties would enter into a binding exclusivity period until a to-be-determined date.

On July 9, 2025, the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance, and with representatives of MC Advisors and Dechert, counsel to MC Advisors, in attendance for a portion of the meeting, to continue its discussions and evaluation of available strategic alternatives for MRCC, including the Proposed Transaction. During this meeting, representatives from MC Advisors discussed with the MRCC Special Committee the Non-Binding Term Sheet and certain other aspects of the Proposed Transaction, provided an update regarding the Proposed Transaction and answered questions from the MRCC Special Committee. After the representatives of MC Advisors and Dechert were excused from the meeting, the MRCC Special Committee received an update from representatives of Houlihan Lokey regarding its financial analyses relating to MRCC, HRZN and the Proposed Merger and the MRCC Special Committee discussed various matters related to the Proposed Transaction, including the potential exchange ratio for the Proposed Merger, potential market risks during the pendency of the Proposed Transaction, the availability to MRCC of potential alternative strategic transactions, and necessary or appropriate modifications to the Non-Binding Term Sheet. Throughout this discussion, representatives from Houlihan Lokey and Nelson Mullins provided input on financial and legal matters. 

On July 10, 2025, the HRZN Special Committee met by videoconference, with representatives of the HRZN Advisor, MC Advisors, Oppenheimer, Blank Rome and Dechert in attendance, to continue its discussions and evaluation of available strategic alternatives for HRZN. During this meeting, representatives of MC Advisors and the HRZN Advisor provided the HRZN Special Committee with an overview of the Proposed Transaction. As part of these discussions, the HRZN Special Committee discussed with representatives of MC Advisors and the HRZN Advisor the Non-Binding Term Sheet and certain other aspects of the Proposed Transaction, including (i) the proposed advisory fee waiver by the HRZN Advisor to HRZN; (ii) the proposed HRZN share repurchase program; (iii) the proposed composition of the HRZN Board following the consummation of the Proposed Merger; (iv) the impact a cash infusion from the Proposed Merger would have on HRZN’s earnings; (v) the impact the Proposed Transaction would have on HRZN’s overall cost structure; and (vi) timing considerations for the Proposed Transaction.

On July 11, 2025, the MCIP Special Committee met by videoconference, with representatives of the MC Advisors, Dechert, KBW and Eversheds in attendance, to discuss the Non-Binding Term Sheet and continue the MCIP Special Committee’s discussions and evaluation of the potential benefits to MCIP shareholders of the Proposed Asset Sale, including the fact that MCIP was already invested in, and familiar with, most of the assets held by MRCC, that MCIP’s investment advisor was familiar with the assets in which MCIP was not already invested, and that the Proposed Asset Sale offered the ability to achieve scale from acquiring a significant amount of assets in a more efficient manner as compared to the time, effort and expense that would be involved in locating, performing due diligence on and acquiring a similar amount of assets over time. Following the presentation by MC Advisors and Dechert regarding the Non-Binding Term Sheet and proposed timing of the

Transaction, the representatives of MC Advisors and Dechert left the meeting. Thereafter, KBW reviewed financial matters relating to Proposed Asset Sale. Following the review by KBW, the MCIP Special Committee continued their discussion, with representatives of Eversheds present, including with respect to a review of similar transactions completed in compliance with Rule 17a-8 under the 1940 Act and the proposed valuation of the assets to be acquired in the Proposed Asset Sale.

On July 15, 2025, the HRZN Special Committee met by videoconference, with representatives of Oppenheimer, Blank Rome and Dechert in attendance, to review the Non-Binding Term Sheet and consider and assess how the Proposed Merger compared to other strategic options potentially available to HRZN (including the possibility of declining to pursue any strategic transaction at such time and continue its operations unchanged and in the ordinary course). During this meeting, the HRZN Special Committee discussed various matters related to the Proposed Merger, including the terms of the advisory fee waiver by the HRZN Advisor to HRZN following any merger with MRCC and the distribution strategy for HRZN prior to and after the potential consummation of the Proposed Transaction.

On July 17, 2025, the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance, to discuss various matters related to the Proposed Transaction, including: (i) certain portfolio holdings of HRZN, (ii) projected transaction expenses, (iii) the role of the MRCC Special Committee in connection with its evaluation and analysis of the Proposed Transaction and (iv) the potential for other strategic alternatives to emerge for MRCC, including after any announcement of the Proposed Transaction. Representatives of Houlihan Lokey also provided an update on the status of Houlihan Lokey’s review of information related to MRCC and HRZN in connection with its financial analyses. At this meeting, there was also a discussion of the Non-Binding Term Sheet.

On July 18, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to discuss further certain financial matters related to the Proposed Asset Sale, including, among other things, the proposed purchase price. Following the MCIP Special Committee’s discussion with the representatives of KBW, the MCIP Special Committee met in executive session with representatives of Eversheds to continue to discuss the Proposed Asset Sale.

On July 19, 2025, Dechert distributed a draft of the Merger Agreement and the Asset Purchase Agreement to each of Nelson Mullins, Blank Rome and Eversheds, for further distribution to each applicable Special Committee.

Following a regular quarterly meeting of the HRZN Board on July 23, 2025, the HRZN Special Committee held a meeting with representatives of Blank Rome and Dechert in attendance, to review and discuss the status of the negotiations with respect to the Proposed Merger and certain terms of the Proposed Merger.

On July 24, 2025, the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance and representatives of MC Advisors in attendance for a portion of the meeting. Representatives of MC Advisors presented and discussed matters relating to the timing and process of the Proposed Transaction. After the representatives of MC Advisors were excused from the meeting, the MRCC Special Committee discussed various matters related to the Proposed Transaction, including: (i) review of financial information prepared by MC Advisors and HRZN Advisor; (ii) an update on the status of Houlihan Lokey’s review of information related to MRCC and HRZN in connection with its financial analyses; and (iii) Nelson Mullins’ summary issues list regarding the draft Merger Agreement and draft Asset Purchase Agreement. After the discussion, the MRCC Special Committee directed Nelson Mullins to revise the draft Merger Agreement and Asset Purchase Agreement consistent with the discussion during the meeting and provide those comments to Dechert.

Later on July 24, 2025, Nelson Mullins, on behalf of the MRCC Special Committee, sent Dechert comments to the draft Merger Agreement and Asset Purchase Agreement.

On July 25, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance. During the July 25, 2025 meeting, (i) the representatives from KBW reviewed with the members of the MCIP Special Committee the financial aspects of the Proposed Asset Sale, including the estimated closing net asset value calculation and (ii) the MCIP Special Committee reviewed with Eversheds key terms of the initial draft of the Asset Purchase Agreement, as well the application of Rule 17a-8 under the

1940 Act to the Proposed Asset Sale and the requirement that such transaction not result in dilution to MCIP or MRCC shareholders. Following that discussion, the MCIP Special Committee conveyed its position on the various open issues and asked that the MCIP Special Committee’s position be communicated to the relevant parties.

Also on July 25, 2025, representatives of Eversheds, on behalf of the MCIP Special Committee, and Dechert held a telephone conference to discuss Eversheds’ preliminary feedback to the draft Asset Purchase Agreement on behalf of the MCIP Special Committee, including the structure and conditions to the consummation of the transaction.

Also on July 25, 2025, representatives of Blank Rome and representatives of Nelson Mullins separately discussed with representatives of Dechert preliminary feedback regarding the comments to the Asset Purchase Agreement conveyed by Eversheds on behalf of the MCIP Special Committee.

On July 27, 2025, the HRZN Special Committee met by videoconference, with representatives of Blank Rome and Oppenheimer in attendance, to discuss a summary of the key terms of the draft Merger Agreement prepared by Blank Rome and the timing for the Proposed Merger. During the July 27, 2025 meeting, Blank Rome addressed various aspects of the draft Merger Agreement and reviewed the fiduciary duties of the members of the HRZN Special Committee and the HRZN Board. The HRZN Special Committee discussed with Blank Rome certain legal comments that Blank Rome proposed to make to the draft Merger Agreement. The HRZN Special Committee considered whether the continued discussion and negotiation of the Proposed Merger was in the best interest of HRZN and decided to schedule another meeting to continue consideration of the Proposed Merger, as it determined doing so would be in the best interest of HRZN and its stockholders.

On July 28, 2025, Oppenheimer, as financial advisor to the HRZN Special Committee, provided MC Advisors with comments to the Non-Binding Term Sheet, including regarding: (i) augmenting the advisory fee waiver by the HRZN Advisor to waive all or a portion of management fee and/or incentive fees to the extent HRZN’s net investment income is less than a certain amount in the first four fiscal quarters following the closing of the Proposed Transaction and (ii) increasing the number of directors expected to serve on the HRZN Board following the closing of the Proposed Transaction to five members for a limited term. 

Also on July 28, 2025, representatives of Dechert communicated to representatives of Eversheds the MRCC Special Committee’s and the HRZN Special Committee’s positions on the comments of the MCIP Special Committee to the Asset Purchase Agreement, including with respect to the closing condition provisions. The representatives of Dechert also communicated that, in an effort to address the MCIP Special Committee’s comments with respect to the closing condition provisions, MC Advisors would be willing to reimburse MCIP for certain expenses incurred by MCIP, in connection with the Proposed Asset Sale, if, under certain circumstances, the Proposed Asset Sale was not consummated. Later on July 28, 2025, representatives of Dechert and Blank Rome met by videoconference to discuss the draft Merger Agreement, including, among other topics, the termination provisions contemplated by the draft Merger Agreement.

On July 29, 2025, the MRCC Special Committee met by videoconference, with representatives of MC Advisors, the HRZN Advisor, Nelson Mullins, Houlihan Lokey and Dechert in attendance, to discuss, among other items, (i) the potential deployment of the capital HRZN would receive in connection with the Proposed Merger, and (ii) certain portfolio holdings of HRZN about which the MRCC Special Committee had follow-up due diligence questions. The representatives of MC Advisors and the HRZN Advisor answered the questions from the MRCC Special Committee.

Later on July 29, 2025, Blank Rome sent Dechert comments to the draft Merger Agreement. Also on July 29, 2025, Eversheds sent Dechert comments to the draft Asset Purchase Agreement, including comments with respect to the conditions to the consummation of the Proposed Asset Sale and responsibility for transaction expenses.

On July 30, 2025, representatives of Eversheds spoke with Nelson Mullins regarding the MRCC Special Committee’s position on the closing condition provisions.

On July 30, 2025, representatives of Dechert and Eversheds spoke by telephone to discuss the comments to the draft Asset Purchase Agreement, including the closing condition provisions.

On July 31, 2025, Blank Rome sent Dechert comments with respect to tax provisions in the draft Merger Agreement.

Later on July 31, 2025, the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance, to discuss various matters related to the Proposed Transaction, including: (i) the MCIP Special Committee’s comments to the terms of the Proposed Merger and the Proposed Asset Sale; and (ii) the HRZN Special Committee’s proposal to increase the advisory fee waiver by the HRZN Advisor to HRZN from the HRZN Advisor. During the July 31, 2025 meeting, representatives of Houlihan Lokey reviewed with the MRCC Special Committee Houlihan Lokey’s preliminary financial analyses of MRCC, HRZN and the Proposed Merger.

Also on July 31, 2025, the HRZN Special Committee met by videoconference, with representatives of Oppenheimer, Blank Rome and Dechert in attendance, to receive an update from Oppenheimer and Blank Rome regarding the draft Merger Agreement and to discuss the timing for the Proposed Merger.

Also on July 31, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to receive an update on the discussions between Dechert and Eversheds and between Eversheds and Nelson Mullins that occurred on July 30, 2025 and review updates made to the draft Asset Purchase Agreement since the MCIP Special Committee’s last meeting on July 25, 2025.

Also on July 31, 2025, representatives of Nelson Mullins and Eversheds met by videoconference to discuss the MRCC Special Committee’s and the MCIP Special Committee’s respective positions on the termination and closing condition provisions. Nelson Mullins expressed the position of the MRCC Special Committee that the transactions continue to be conditioned upon one another due to the additional execution risk that MRCC would face if the Proposed Asset Sale occurred without the certainty of the Proposed Merger as well as the fact that the Proposed Transaction now appeared to have a greater combined transaction termination fee than was warranted.

On August 2, 2025, Dechert sent Nelson Mullins, Blank Rome and Eversheds revised drafts of the Merger Agreement and the Asset Purchase Agreement, which included, among other things, updated termination and closing condition provisions.

On August 4, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to discuss updates made to the draft Asset Purchase Agreement since the last discussion on July 31, 2025.

Also on August 4, 2025 the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance, to discuss various matters related to the Proposed Transaction, including (i) Nelson Mullins’ summary issues list with respect to the draft Merger Agreement and draft Asset Purchase Agreement and (ii) certain provisions of the revised draft Merger Agreement and draft Asset Purchase Agreement including termination and closing condition provisions. During the August 4, 2025 meeting, the MRCC Special Committee also discussed potential risks to MRCC during the pendency of the Proposed Transaction and discussed potential communications regarding the announcement of entering into definitive agreements for any transactions.

Also on August 4, 2025, representatives of Eversheds, Dechert and Nelson Mullins met via videoconference to discuss the MCIP Special Committee’s position on the open issues on the Asset Purchase Agreement, including the proposed treatment of certain liabilities, the transfer of any “blocker” entities in lieu of a direct transfer of assets held by such blockers, the potential need for a participation agreement, and termination provision matters.

Later on August 4, 2025, Nelson Mullins sent Dechert follow-up comments to the draft Merger Agreement and draft Asset Purchase Agreement.

Later on August 4, 2025, representatives of Dechert sent representatives of Blank Rome a draft of the Fee Waiver letter based on the terms included in the Non-Binding Term Sheet and reflecting an increase in the aggregate amount of waived advisory fees to $4 million in response to the comments received from the HRZN Special Committee.

Later on August 4, 2025, Dechert contacted Eversheds to provide answers to Eversheds’ questions regarding the transfer of blocker entities, the potential need for a participation agreement, issues related to the treatment of certain liabilities and termination provision matters.

On August 5, 2025, the MCIP Special Committee first met by videoconference, with representatives of Eversheds and KBW in attendance, to discuss updates made to the Asset Purchase Agreement since the last discussion on August 4, 2025, including with respect to the assets and liabilities within the transaction scope, the overlap between assets owned by MCIP and MRCC, and the need to better understand the potential risks of assuming pre-closing liabilities, if any, associated with the assets proposed to be acquired.

On August 5, 2025, the HRZN Special Committee met by videoconference, with representatives of the HRZN Advisor, Oppenheimer, Blank Rome and Dechert in attendance, to discuss various matters related to the Proposed Transaction. At the request of the HRZN Special Committee, Oppenheimer orally rendered its opinion to the HRZN Special Committee (which was subsequently confirmed in writing by delivery of Oppenheimer’s written opinion dated August 7, 2025 addressed to the HRZN Special Committee (in its capacity as such) and, as requested by the HRZN Special Committee, to the HRZN Board (in its capacity as such)) as to, and as of such date, the fairness, from a financial point of view, to HRZN of the exchange ratio provided for in the Proposed Merger pursuant to the Merger Agreement, based on and subject to various assumptions, qualifications and limitations and other matters set forth in its opinion. In addition, representatives of Dechert and Blank Rome presented on various aspects of the Proposed Merger and the duties of the HRZN Board under Rule 17a-8 under the 1940 Act. The HRZN Special Committee then met in executive session with Blank Rome and evaluated and assessed whether (i) the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Proposed Merger, are advisable and fair to and in the best interests of HRZN and the HRZN Stockholders, (ii) to authorize and approve the Merger Agreement and the transactions contemplated thereby, including the Proposed Merger, and (iii) to recommend that the HRZN Board authorize and approve the Merger Agreement and the transactions contemplated thereby, including the Proposed Merger, and thereafter direct that the Merger Agreement be executed and submitted to HRZN Stockholders for consideration, including the proposed issuance of shares of HRZN Common Stock in connection with the Proposed Merger and the proposed election of an independent member of the MRCC Board to the HRZN Board.

Later on August 5, 2025, Dechert communicated to Eversheds the MRCC position regarding the assets and liabilities within the transaction scope and the MC Advisors position regarding the cap of the proposed expense reimbursement.

Subsequent to that call, on August 5, 2025, the MCIP Special Committee again met by videoconference, with representatives of Eversheds in attendance, to discuss other matters related to the revised draft Asset Purchase Agreement, and to consider the counter-proposal that had been received regarding the assets and liabilities within the transaction scope and the cap on reimbursement of expenses in the event the Proposed Asset Sale is not consummated in the normal course. Subsequent to that meeting Eversheds communicated to Dechert and Nelson Mullins the MCIP Special Committee’s need to gather more information before making a decision and desire to better understand MRCC’s and HRZN’s position regarding allocation of pre-closing liabilities, if any, associated with the assets to be acquired by MCIP.

Later on August 5, 2025, Blank Rome, on behalf of the HRZN Special Committee, sent Dechert comments to the draft Merger Agreement and the draft Asset Purchase Agreement, and Eversheds, on behalf of the MCIP Special Committee, sent Dechert comments to the draft Asset Purchase Agreement.

On August 6, 2025, a videoconference was held among representatives of Eversheds (including tax counsel), Dechert and MC Advisors regarding the tax status of blocker entities and the assets held by such blockers and the related tax and other consequences of transferring the equity of the blockers rather than the relevant assets, particularly in light of the potential need for MCIP to hold such assets in blockers.

On August 6, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to discuss the revised Asset Purchase Agreement, including additional due diligence questions for MC Advisors needed to make an informed decision regarding any potential pre-closing liabilities associated with the assets to be purchased as well as post-closing management of assets underlying participation interests (if any) acquired at closing of the Proposed Asset Sale.

Later on August 6, 2025, the MCIP Special Committee met by videoconference with representatives of MC Advisors, Eversheds, KBW and Dechert in attendance, to discuss, as part of the MCIP Special Committee’s due diligence, (i) the composition of MRCC’s investment portfolio and overlap with MCIP’s investment portfolio, including matters relating to any investment portfolio positions on non-accrual or for which active

litigation matters had been disclosed, (ii) MC Advisors’ successful history and performance managing such assets or litigation, (iii) the post-closing management of any asset’s underlying participation interests to be acquired at the closing of the Proposed Asset Sale, and (iv) the representations and warranties proposed to be made by MCIP under the Asset Purchase Agreement.

Later on August 6, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to discuss the revised Asset Purchase Agreement, specifically assumption of certain pre-closing liabilities in connection with the assets to be transferred to MCIP as part of the Proposed Asset Sale. At that meeting, the members of the MCIP Special Committee expressed comfort with the information provided regarding any potential liabilities associated with the assets to be acquired, particularly given the MCIP Special Committee’s familiarity with many of the “overlap” assets and the risk-scoring metrics used by MRCC.

Following the meeting of the MCIP Special Committee, representatives of Eversheds and Blank Rome spoke regarding the allocation of pre-closing liabilities, if any, associated with the assets proposed to be acquired by MCIP and the position of the HRZN Special Committee that it would not approve the Proposed Merger if such liabilities were retained by MRCC and thereafter assumed by HRZN in the Proposed Merger.

Later on August 6, 2025, Dechert sent Nelson Mullins, Blank Rome and Eversheds revised drafts of each of the Merger Agreement and the Asset Purchase Agreement, which included, among other things, updated termination, closing condition and pre-closing liability allocation provisions, which had been the subject of discussions since July 29, 2025.

On August 7, 2025, Eversheds, on behalf of the MCIP Special Committee, sent Dechert follow-up comments to the draft Asset Purchase Agreement, and representatives of Dechert and Eversheds agreed via e-mail to certain clarifying changes. Later on August 7, 2025, Dechert sent Nelson Mullins, Eversheds and Blank Rome a revised draft of the Asset Purchase Agreement.

Later on August 7, 2025, the HRZN Board, including the members of the HRZN Special Committee, met by videoconference, with representatives of the HRZN Advisor, MC Advisors, Blank Rome and Dechert in attendance, to discuss various matters related to the Proposed Merger, including incremental edits to the Merger Agreement since August 5, 2025. Thereafter, in executive session with Blank Rome, the HRZN Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Proposed Merger) were advisable and in the best interests of HRZN and the HRZN Stockholders, (ii) resolved to recommend that the HRZN Board approve, adopt and authorize the Merger Agreement and the transactions contemplated thereby (including the Proposed Merger) in all respects, (iii) determined that, and recommended that the HRZN Board determine that, the interests of HRZN’s existing stockholders will not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Proposed Merger, and (iv) recommended that the HRZN Board direct that the proposed issuance of HRZN Common Stock in connection with the Proposed Merger, the proposed election of an independent member of the MRCC Board to the HRZN Board and any other matters required to be approved or adopted by HRZN Stockholders in order to effect the Proposed Merger and the transactions contemplated thereby be submitted to HRZN Stockholders for approval with the recommendation that HRZN Stockholders vote in favor of the same.

Immediately following the approval by the HRZN Special Committee, the HRZN Board met by videoconference, with representatives of the HRZN Advisor, MC Advisors, Blank Rome and Dechert in attendance, to consider approval of the Merger Agreement and the transactions contemplated thereby (including the Merger). Thereafter, based on the unanimous recommendation of the HRZN Special Committee, the HRZN Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Proposed Merger) were advisable and in the best interests of HRZN and the HRZN Stockholders and approved and adopted the Merger Agreement and the transactions contemplated thereby (including the Proposed Merger), (ii) determined that, in accordance with Rule 17a-8 under the 1940 Act, the interests of HRZN’s existing stockholders would not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Proposed Merger, and (iii) directed that the proposed issuance of HRZN Common Stock in connection with the Proposed Merger, the proposed election of an independent member of the MRCC Board to the HRZN Board and any other matters required to be approved or adopted by HRZN Stockholders in order to effect the Proposed Merger and the transactions contemplated thereby be submitted to HRZN Stockholders for approval with the recommendation that HRZN Stockholders vote in favor of the same.

On August 7, 2025, the MCIP Special Committee met by videoconference, with representatives of Eversheds and KBW in attendance, to further discuss the Proposed Asset Sale and determine whether it is in the best interest of MCIP and MCIP’s shareholders to recommend the approval of the Asset Purchase Agreement and the transactions contemplated therein (including the Proposed Asset Sale) to the MCIP Board. At this meeting, Eversheds discussed the proposed final draft of the Asset Purchase Agreement with the MCIP Special Committee and thereafter KBW reviewed the financial aspects of the Proposed Asset Sale. Thereafter, the MCIP Special Committee unanimously (i) determined that the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Asset Sale) were advisable, fair to and in the best interests of MCIP and the stockholders of MCIP, (ii) determined that, and recommended that the MCIP Board determine that, the interests of MCIP’s existing stockholders would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the transactions contemplated by the Asset Purchase Agreement, including Proposed Asset Sale, and (iii) resolved to recommend that the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Asset Sale) be approved by the MCIP Board.

Immediately following the conclusion of the meeting of the MCIP Special Committee on August 7, 2025, the MCIP Board met by videoconference, with representatives of MC Advisors, Eversheds, KBW and Dechert in attendance, to discuss the Proposed Asset Sale and determine whether it is in the best interest of MCIP and MCIP’s shareholders to approve the Asset Purchase Agreement and the transactions contemplated therein (including the Proposed Asset Sale). At this meeting, representatives of the MCIP Special Committee provided a report to the MCIP Board regarding their review and analysis of the Proposed Asset Sale and their ultimate decision to recommend the approval of the Asset Purchase Agreement and the transactions contemplated therein (including the Proposed Asset Sale) to the MCIP Board made at the MCIP Special Committee meeting held earlier on August 7, 2025, and representatives of KBW answered questions from the MCIP Board regarding matters relating to KBW’s review of the financial aspects of the Proposed Asset Sale with the MCIP Special Committee, including the aggregate consideration to be paid by MCIP in the Proposed Asset Sale. Thereafter, based on the unanimous recommendation of the MCIP Special Committee, the MCIP Board unanimously (i) determined that the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Asset Sale) are advisable, fair to and in the best interests of MCIP and its stockholders, (ii) determined that the interests of the stockholders of MCIP would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Asset Purchase Agreement and the transactions contemplated thereby, including the Proposed Asset Sale, and (iii) authorized the officers of MCIP to enter into, execute and deliver the Asset Purchase Agreement and all related documents and agreements.

Later in the day on August 7, 2025, the MRCC Special Committee met by videoconference, with representatives of Nelson Mullins and Houlihan Lokey in attendance, and with members of the MRCC Board and representatives of MC Advisors and Dechert in attendance for a portion of the meeting, to discuss various matters related to the Proposed Asset Sale and the Proposed Merger. At the request of the MRCC Special Committee, Houlihan Lokey reviewed its financial analyses of MRCC, HRZN and the Proposed Merger and delivered an oral opinion to the MRCC Special Committee to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Houlihan Lokey as set forth in Houlihan Lokey’s written opinion, the exchange ratio in the Proposed Merger was fair, from a financial point of view, to the holders of MRCC Common Stock, other than the Excluded Holders. During the meeting, Nelson Mullins also discussed various aspects of the Proposed Asset Sale and Proposed Merger, as well as a review of the fiduciary duties of directors.

Later during the August 7, 2025 MRCC Special Committee meeting, the other members of the MRCC Board and the representatives of MC Advisors and Dechert were excused, and, after further discussion, the MRCC Special Committee, pursuant to resolutions, drafts of which had been provided to the MRCC Special Committee prior to the meeting, unanimously (i) determined that the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale) were advisable, fair to and in the best interests of MRCC and the stockholders of MRCC, (ii) determined that the interests of the stockholders of MRCC would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale), (iii) resolved to recommend that the MRCC Board approve, adopt and authorize the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale) in all respects, and (iv) recommended that the MRCC Board direct that the adoption of the Merger Agreement and the

Asset Purchase Agreement and the approval of the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale) be submitted to MRCC Stockholders for approval with the recommendation that MRCC Stockholders vote in favor of the same.

Immediately following the approval by the MRCC Special Committee on August 7, 2025, the MRCC Board met by videoconference, with representatives of MC Advisors, Nelson Mullins, Houlihan Lokey and Dechert in attendance, to discuss various matters related to the Proposed Asset Sale and the Proposed Merger. At the meeting, Dechert reviewed the proposed resolutions and answered questions from the directors. Thereafter, based on the unanimous recommendation of the MRCC Special Committee and the opinion of Houlihan Lokey, the MRCC Board, pursuant to resolutions, drafts of which had been provided to the MRCC Board prior to the meeting, unanimously (i) determined that the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale) are advisable, fair to and in the best interests of MRCC and the stockholders of MRCC, (ii) determined that the interests of the stockholders of MRCC would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Proposed Merger and the Proposed Asset Sale), (iii) authorized the officers of MRCC to enter into, execute and deliver the Merger Agreement and the Asset Purchase Agreement and all related documents and agreements, and (iv) directed that the adoption of the Merger Agreement and the Asset Purchase Agreement and approval of the transactions contemplated thereby be submitted to MRCC Stockholders for approval with the recommendation that MRCC Stockholders vote in favor of the same.

Later on August 7, 2025, MRCC, HRZN, MC Advisors, the HRZN Advisor and Merger Sub executed and delivered the Merger Agreement, and MRCC, MCIP and MC Advisors executed and delivered the Asset Purchase Agreement. MRCC and HRZN then issued a joint press release announcing the execution of the Merger Agreement and the Asset Purchase Agreement and the Proposed Transactions.

On August 8, 2025, MCIP filed a Current Report on Form 8-K with the SEC to disclose its entry into a material definitive agreement in connection with the Proposed Asset Sale and include a copy of the Asset Purchase Agreement therewith.

At various telephonic HRZN Board meetings, the HRZN Board and the HRZN Special Committee considered the approval of the Merger and the Merger Agreement. In connection with its consideration, the HRZN Special Committee requested and the HRZN Advisor and MC Advisors provided information regarding the proposed Transactions, MRCC, and the anticipated effects of the Merger on HRZN and HRZN stockholders, both immediately after the Merger and over the longer-term assuming that some or all of the anticipated benefits of the Merger are realized. Over the course of its review of the materials and information provided and its consideration of the Merger, the HRZN Special Committee consulted with its legal adviser, Blank Rome, and the HRZN Board and the HRZN Special Committee consulted with HRZN’s management, the HRZN Advisor and Dechert. In addition, the HRZN Special Committee was advised as to certain financial matters by Oppenheimer. The HRZN Special Committee and the HRZN Board received and considered the opinion of Oppenheimer, dated August 7, 2025, as to the fairness, from a financial point of view, to HRZN, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, which opinion was based on and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Oppenheimer in connection with the preparation of its opinion, as more fully described in the section entitled “The Asset Sale and the Merger — Opinion of the HRZN Special Committee’s Financial Advisor”. The HRZN Board and the HRZN Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement and their duties under state and federal law in approving the Merger and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The HRZN Board and the HRZN Special Committee considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger. On August 7, 2025, the HRZN Special Committee unanimously determined and recommended that the HRZN Board determine that the Merger is in the best interests of HRZN and in the best interests of the HRZN stockholders, and that existing HRZN stockholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger. On August 7, 2025, with a quorum being present, the HRZN Board unanimously determined that the Merger is in the best interests of HRZN and in the best interests of HRZN stockholders, and that existing HRZN stockholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger.

In considering the Merger, the HRZN Board, with the participation of the HRZN Special Committee, reviewed information about HRZN including, among other items: (1) HRZN’s investment objectives, strategies, policies and restrictions; (2) HRZN’s short-term and long-term investment performance history and financial results; (3) the amount of HRZN’s past dividends, distributions and expenses and the anticipated effect of the Merger on future NII; (4) the trading history of HRZN Common Stock on Nasdaq, including current and historical premiums and/or discounts at which HRZN has traded; (5) the deployment by HRZN of the capital it would receive in connection with the Proposed Merger, (6) the anticipated effect of the Merger on HRZN’s expense ratio; and (7) the U.S. federal income tax implications of the Merger with respect to HRZN. In addition, the HRZN Board and the HRZN Special Committee reviewed comprehensive information regarding the anticipated immediate benefits and possible risks to HRZN as a result of the Merger, and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter and longer-term. The HRZN Special Committee also considered the potential financial impacts to HRZN of the Merger, in consultation with Oppenheimer.

The HRZN Board and the HRZN Special Committee, separately, weighed various potential benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on HRZN and HRZN stockholders and with respect to the potential benefits that could be experienced by the combined company after the Merger. Some of the material factors (which are not in any relative order of importance) considered by the HRZN Special Committee and the HRZN Board that assisted them in concluding that the Merger is in the best interests of HRZN and HRZN stockholders included, among others:

The HRZN Board and the HRZN Special Committee considered the significant increase in scale expected as a result of the proposed Merger and that there are various possible advantages to the larger size of the combined company. Based on June 30, 2025 financial information, the combined company is expected to benefit from additional equity capital of approximately $165 million (before HRZN transaction expenses) before adding allowable leverage, corresponding to a NAV of approximately $446 million, as adjusted for estimated Merger-related adjustments and expenses. This increase in size could potentially allow for greater participation in investments and scale and, due to its increased size and scale post-closing, the combined company is expected to realize a reduction in per-share operating expenses for HRZN stockholders on a pro forma basis. Further, stockholders of the combined company are expected to benefit from improved trading liquidity through, among other things, a broader investor base.

The HRZN Board and the HRZN Special Committee considered that the additional equity capital provided to the combined company, once invested in accordance with HRZN’s investment strategy, could reasonably result in more diversification based on number of portfolio companies and position size, and that diversification is key to risk mitigation for a BDC. Diversification reduces the reliance on the success of one singular investment, and the proposed Merger strengthens that effort.

The HRZN Board and the HRZN Special Committee considered that the Merger is expected to be neutral to NII for the combined company during the first-year post-closing, and accretive over time, as compared to HRZN on a stand-alone basis, driven by operational savings, portfolio mix optimization, and cost savings from capital structure improvements over the long-term.

The HRZN Board and the HRZN Special Committee considered that the Merger will provide the combined company with incremental capital to execute on HRZN’s current investment strategy of providing venture debt to sponsor-backed private companies in technology, healthcare, life sciences and sustainability, while broadening its investment platform to lending opportunities for public small-cap growth companies. The HRZN Board and the HRZN Special Committee also considered that the incremental capital expected to be received by HRZN pending the closing of the Merger potentially represents a larger sum of equity capital, acquired at a lower cost, than HRZN may have otherwise been able to raise in a public or private equity capital markets transaction in the current market environment.

The HRZN Board and the HRZN Special Committee considered how the Merger and associated effects noted above may create the potential for the combined company to have better access to a wider array of debt funding solutions, including access to structural efficiencies and potential borrowing cost reductions over time.

The HRZN Board and the HRZN Special Committee considered that in connection with and in support of the Merger, only if the Merger is consummated, the HRZN Advisor, as the investment advisor of the combined company, has agreed to waive an aggregate amount of $4.0 million of advisory fees under the HRZN Investment Management Agreement at the rate of $1.0 million per quarter commencing at the end of the first full fiscal quarter following the closing of the Merger. The HRZN Board and the HRZN Special Committee noted that the Fee Waiver would be in effect until the end of the fourth full fiscal quarter following the closing of the Merger and, for each applicable fiscal quarter, the fees waived would not exceed the total amount of base management fees and incentive fees earned by the HRZN Advisor during such fiscal quarter.

The HRZN Board and the HRZN Special Committee also considered that, as a result of the Merger, certain redundant professional services and other corporate expenses would be reduced or eliminated, which would reduce the potential expenses of the combined company as compared to the sum of expenses of HRZN and MRCC on a stand-alone basis. The HRZN Board noted that, although certain one-time merger-related costs would be borne by HRZN stockholders in connection with the Merger, the annual operating expense borne by HRZN stockholders on a pro rata basis is expected to be reduced as a percentage of net assets due to the elimination of redundant expenses. The HRZN Board and the HRZN Special Committee found that the expected decrease in the expenses of the combined entity would benefit HRZN and its stockholders if the Merger is approved.

The HRZN Board and the HRZN Special Committee considered that the Merger is anticipated to be treated as a tax-free reorganization for U.S. federal income tax purposes and neither HRZN nor HRZN stockholders are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger.

The HRZN Board and the HRZN Special Committee considered that the interests of HRZN stockholders would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the transactions contemplated thereby (including the Merger).

The HRZN Board and the HRZN Special Committee considered an opinion of Oppenheimer addressed to the HRZN Special Committee and shared with the HRZN Board, dated August 7, 2025, as to, and as of August 7, 2025, the fairness, from a financial point of view, to HRZN, of the Exchange Ratio, as more fully described below in the section entitled “Opinion of the HRZN Special Committee’s Financial Advisor.”

In addition, the HRZN Board and the HRZN Special Committee considered that the Merger Agreement provides for a termination fee payable to HRZN in certain circumstances, which termination fee would only be payable by a third-party acquiror of MRCC, not by MRCC. The HRZN Board and HRZN Special Committee also considered that upon the termination of the Merger Agreement followed by the termination of the Asset Purchase Agreement at such time a termination fee under the Asset Purchase Agreement is payable to MCIP, the third party paying a termination fee to MCIP may be required to pay HRZN an additional termination fee. In addition, they noted that a third-party acquiror of HRZN could, under certain circumstances be required to pay a termination fee to MRCC if the Merger is not completed, again noting that the termination fee would not be payable by HRZN and instead only by the third party acquiror. In addition, the HRZN Board noted that the

Merger is not expected to affect the ability of HRZN to comply with its regulatory obligations, including its ability to maintain appropriate leverage and continue to operate in compliance with the asset coverage requirements set forth in the 1940 Act and to pay dividends required of RICs.

When considering the information described above, including all of the anticipated effects of the Merger on HRZN and its stockholders and the related pro forma information, the HRZN Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The HRZN Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The HRZN Board noted that there is no assurance that any of the potential benefits to HRZN or its stockholders as a result of the Merger will be realized, including any anticipated synergies, and that the combined entity could experience detrimental effects that had not been anticipated.

In the course of their deliberations, the HRZN Board and the HRZN Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Merger not to close or the anticipated benefits of the Merger not to be realized, including the following (which are not in any relative order of importance):

In coming to its recommendation, the HRZN Special Committee also considered alternatives to the proposed Merger, including HRZN continuing on as a stand-alone entity and potentially raising equity through a follow-on offering, but determined for the reasons set forth above to pursue the Merger. The HRZN Special Committee consulted with Oppenheimer, as its financial advisor, in evaluating the financial terms of the proposed Merger. In addition, the HRZN Board relied on its legal advisors for legal analysis in connection with the proposed Merger.

The above discussion of the information and factors that the HRZN Special Committee and the HRZN Board considered in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the HRZN Special Committee and the HRZN Board. Because of the wide variety of factors considered in connection with the evaluation of the Merger and Merger Agreement and the complexity of those matters, the HRZN Special Committee and the HRZN Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the HRZN Special Committee and the HRZN Board may have given different weights to different factors.

At various telephonic MRCC Board meetings, the MRCC Board and the MRCC Special Committee considered the approval of the Asset Sale, the Asset Purchase Agreement, the Merger and the Merger Agreement. In connection with its consideration, the MRCC Special Committee requested and MC Advisors provided information regarding the proposed Transactions, HRZN, and the anticipated effects of the Asset Sale and Merger on MRCC and MRCC stockholders, both immediately after the Transactions and over the longer-term assuming that some or all of the anticipated benefits of the Transactions are realized. Over the course of its review of the materials and information provided and its consideration of the Transactions, the MRCC Special Committee consulted with its legal adviser, Nelson Mullins, and the MRCC Board and the MRCC Special Committee consulted with MRCC’s management, MC Advisors and Dechert. In addition, the MRCC Special Committee was advised as to certain financial matters by Houlihan Lokey. The MRCC Special Committee and the MRCC Board received and considered the opinion of Houlihan Lokey, dated August 7, 2025, as to, as of such date, the fairness, from a financial point of view, to the holders of MRCC Common Stock other than the Excluded Holders of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, which opinion was based on certain procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with its preparation, as more fully described in the section entitled “The Asset Sale and the Merger — Opinion of the MRCC Special Committee’s Financial Advisor”. The MRCC Board and the MRCC Special Committee considered the nature and adequacy of the information provided, including the terms of the Asset Purchase Agreement and the Merger Agreement and their duties under state and federal law in approving the Asset Sale and the Merger and the conflicts of interest presented by the transactions provided for in the Asset Purchase Agreement and the Merger Agreement. The MRCC Board and the MRCC Special Committee considered numerous factors, including the ones described below, in connection with their consideration and approval of the Transactions. On August 7, 2025, the MRCC Special Committee, among other things, unanimously (i) determined that the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale) were advisable, fair to and in the best interests of MRCC and MRCC stockholders, (ii) determined that the interests of MRCC stockholders would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale), and (iii) recommended that the MRCC Board approve, adopt and authorize the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale) in all respects. On August 7, 2025, with a quorum being present, the MRCC Board, among other things, unanimously (i) determined that the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale) are advisable, fair to and in the best interests of MRCC and MRCC stockholders, (ii) determined that the interests of MRCC stockholders

would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale), and (iii) authorized the officers of MRCC to enter into, execute and deliver the Merger Agreement and the Asset Purchase Agreement and all related documents and agreements.

In considering the Transactions, the MRCC Special Committee reviewed information about the Asset Sale and comparative information about MRCC and HRZN, including, among other items: (1) MRCC’s and HRZN’s respective investment objectives, strategies, policies and restrictions and what changes would occur as a result of the Merger; (2) their valuation policies and procedures; (3) their existing leverage facilities and permissible asset coverage ratios under the 1940 Act; (4) their short-term and long-term investment performance history and financial results; (5) the level of past distributions and expenses and the anticipated effect of the Merger on future NII, distributions and expenses; (6) their respective investment advisory agreements, including with respect to the proposed Fee Waiver that would be in effect for the combined company, and any differences in the expected expense ratios of MRCC and the post-Merger combined company; (7) the trading history of MRCC Common Stock and HRZN Common Stock on Nasdaq, including current and historical premiums and/or discounts at which each of MRCC and HRZN has traded; and (8) the U.S. federal income tax implications of the Asset Sale and the Merger. In addition, the MRCC Special Committee reviewed comprehensive information regarding the anticipated benefits and possible risks to MRCC and MRCC stockholders as a result of the Transactions and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter- and longer-term. The MRCC Special Committee also considered financial aspects of the Transactions in consultation with Houlihan Lokey, the financial advisor to the MRCC Special Committee.

The MRCC Board and the MRCC Special Committee, separately, weighed various potential benefits and risks in considering the Transactions, both with respect to the immediate effects of the Transactions on MRCC and MRCC stockholders and with respect to the potential benefits that could be experienced by the combined company after the Merger. Some of the material factors (which are not in any relative order of importance) considered by the MRCC Special Committee and the MRCC Board that assisted them in concluding that Transactions are in the best interests of MRCC and MRCC stockholders included, among others:

The MRCC Board and the MRCC Special Committee considered the significant increase in scale expected as a result of the proposed Merger and that there are various possible advantages to the larger size of the combined company. Based on June 30, 2025 financial information, the combined company is expected to benefit from additional equity capital of approximately $165 million (before HRZN transaction expenses) before adding allowable leverage, corresponding to a NAV of approximately $446 million, as adjusted for estimated Merger-related adjustments and expenses. The MRCC Board and the MRCC Special Committee noted that, due to the increased size and scale post-closing, the combined company is expected to realize a reduction in per-share operating expenses for its stockholders on a pro forma basis. Further, stockholders of the combined company, including MRCC stockholders, are expected to benefit from improved trading liquidity through, among other things, a broader investor base.

The MRCC Board and the MRCC Special Committee considered that the additional equity capital provided to the combined company, once invested in accordance with HRZN’s investment strategy, could reasonably result in more diversification based on number of portfolio companies and position size, and that diversification is key to risk mitigation for a BDC. Diversification reduces the reliance on the success of one singular investment, and the proposed Merger strengthens that effort.

The MRCC Board and the MRCC Special Committee considered that the Asset Sale completely monetizes MRCC’s investment portfolio for cash at a price based on fair value, as determined shortly before the closing date of the Asset Sale. The MRCC Board and MRCC Special Committee also considered that MRCC and MCIP have consistent valuation policies and procedures and that the Asset Sale did not require stockholder approval by MCIP.

The MRCC Board and the MRCC Special Committee considered that the Merger is expected to be neutral to NII for the combined company during the first-year post-closing, and accretive over time, as compared to MRCC on a stand-alone basis, driven by operational savings, portfolio mix optimization, and cost savings from capital structure improvements over the long-term.

The MRCC Board and the MRCC Special Committee considered that the Merger will provide the combined company with incremental capital to execute on HRZN’s current investment strategy of providing venture debt to sponsor-backed private companies in technology, healthcare, life sciences and sustainability, while broadening its investment platform to lending opportunities for public small-cap growth companies.

The MRCC Board and the MRCC Special Committee considered how the Merger and associated effects noted above may create the potential for the combined company to have better access to a wider array of debt funding solutions, including access to structural efficiencies and potential borrowing cost reductions over time.

The MRCC Board and the MRCC Special Committee considered that in connection with and in support of the Merger, only if the Merger is consummated, the HRZN Advisor, as the investment advisor of the combined company, has agreed to waive an aggregate amount of $4.0 million of advisory fees under the HRZN Investment Management Agreement at the rate of $1.0 million per quarter commencing at the end of the first full fiscal quarter following the closing of the Merger. The MRCC Board and the MRCC Special Committee noted that the Fee Waiver would be in effect until the end of the fourth full fiscal quarter following the closing of the Merger and, for each applicable fiscal quarter, the fees waived would not exceed the total amount of base management fees and incentive fees earned by the HRZN Advisor during such fiscal quarter. 

It is expected that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. MRCC stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of MRCC Common Stock for shares of HRZN Common Stock pursuant to the Initial Merger, except with respect to cash received in lieu of fractional shares of HRZN Common Stock. The MRCC Board and MRCC Special Committee also considered that, while the Asset Sale will be treated as a taxable transaction for U.S. federal income tax purposes, MRCC is not expected to incur any tax liability from realized gains from the transaction.

The MRCC Board and the MRCC Special Committee considered that the interests of MRCC stockholders would not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated thereby (including the Merger and the Asset Sale).

The MRCC Board and the MRCC Special Committee considered the financial analysis reviewed by Houlihan Lokey with the MRCC Special Committee as well as the oral opinion of Houlihan Lokey rendered to the MRCC Special Committee on August 7, 2025 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated August 7, 2025 addressed to the MRCC Special Committee), as to, as of such date, the fairness, from a financial point of view, to the holders of MRCC Common Stock other than the Excluded Holders of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, as more fully described below in the section entitled “The Asset Sale and the Merger — Opinion of the MRCC Special Committee’s Financial Advisor.”

In the course of their deliberations, the MRCC Board and the MRCC Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Transactions not to close or the anticipated benefits of the Transactions not to be realized, including the following (which are not in any relative order of importance):

This discussion of the information and factors that the MRCC Special Committee and MRCC Board considered in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the MRCC Special Committee and the MRCC Board. Because of the wide variety of factors considered in connection with its evaluation of the Transactions, the Asset Purchase Agreement and the Merger Agreement and the complexity of those matters, the MRCC Board and the MRCC Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the MRCC Special Committee and the MRCC Board may have given different weights to different factors.

The MRCC Special Committee consulted with Houlihan Lokey, as its financial advisor regarding financial matters, in connection with its evaluation of the financial terms of the Transactions. In addition, the MRCC Special Committee and the MRCC Board relied on their legal advisors for legal analysis in connection with transactions contemplated by the Asset Purchase Agreement and the Merger Agreement, including the Transactions.

The MRCC Special Committee and, upon the unanimous recommendation of the MRCC Special Committee, the MRCC Board considered all of these factors and others as a whole and, on balance, unanimously approved the Asset Purchase Agreement, the Asset Sale, the Merger Agreement and the Initial Merger and determined the Asset Sale and the Merger to be in the best interests of MRCC and MRCC’s stockholders.

The HRZN Board, based upon the recommendation of the HRZN Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions and unanimously recommends that HRZN stockholders vote “FOR” the Merger Stock Issuance Proposal. The HRZN Board, including all of the HRZN Independent Directors, further unanimously recommends that HRZN stockholders vote “FOR” the Director Election Proposal.

The MRCC Board, based upon the recommendation of the MRCC Special Committee, has unanimously approved the Asset Purchase Agreement, the Asset Sale, the Merger Agreement and the Merger and unanimously recommends that MRCC stockholders vote “FOR” the Asset Sale Proposal and “FOR” the Merger Proposal.

On August 5, 2025, Oppenheimer orally rendered an opinion to the HRZN Special Committee as to, as of August 5, 2025, the fairness, from a financial point of view, to HRZN, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement. On August 7, 2025, Oppenheimer delivered a written opinion, addressed to the HRZN Special Committee and the HRZN Board, dated August 7, 2025, as to, as of August 7, 2025, the fairness, from a financial point of view, to HRZN, of the Exchange Ratio.

Oppenheimer’s opinion was directed to the HRZN Special Committee (in its capacity as such) and, as requested by the HRZN Special Committee, the HRZN Board (in its capacity as such). Oppenheimer’s opinion addressed only the fairness of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement, from a financial point of view, to HRZN and did not address any other aspect or implication of the Merger or the Asset Sale or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Oppenheimer’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Oppenheimer’s written opinion, which is attached as Annex D to this joint proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Oppenheimer in connection with the preparation of its opinion. Neither Oppenheimer’s opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and neither constitutes, advice or a recommendation to the HRZN Special Committee, the HRZN Board, any security holder of HRZN or any other person as to how to act or vote with respect to any matter relating to the Merger or the Asset Sale.

In arriving at its written opinion, Oppenheimer:

Oppenheimer relied upon and assumed, without independent verification or investigation, the accuracy and completeness of all of the financial and other information provided to or discussed with Oppenheimer by HRZN, MRCC or their respective employees, representatives and affiliates or otherwise reviewed by Oppenheimer. With respect to the HRZN Projections, Oppenheimer assumed, at the direction of management of HRZN and with the HRZN Special Committee’s and the HRZN Board’s consent, without independent verification or investigation, that the HRZN Projections were reasonably prepared on bases reflecting the best available information, estimates and judgments of management of HRZN, as to the future financial condition and operating results of HRZN. Oppenheimer also assumed that there were no material changes in the assets, liabilities, financial conditions, results of operations, business or prospects of HRZN or MRCC since the respective dates of the last financial statements of HRZN or MRCC that were made available to Oppenheimer, and that there was no information or any facts that would have made any of the information reviewed by Oppenheimer incomplete or misleading. Oppenheimer further assumed that the calculation of the Adjusted June 30 NAVs was performed in a manner materially consistent with how the MRCC Per Share NAV and the HRZN Per Share NAV (each as defined in the Merger Agreement) will be calculated and that the finally calculated MRCC Per Share NAV and the HRZN Per Share NAV (each as defined in the Merger Agreement) will not differ materially from the Adjusted June 30 NAVs. Oppenheimer neither made nor obtained any independent evaluations or appraisals of the assets or liabilities, contingent or otherwise, of HRZN or MRCC.

Oppenheimer also assumed, with the consent of the HRZN Special Committee and the HRZN Board, that: (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to in the Merger Agreement are true and correct; (b) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party under the Merger Agreement and such other related documents and instruments; (c) all conditions to the consummation of the Transactions will be satisfied without waiver of such conditions, including the consummation of the transactions contemplated by the Asset Purchase Agreement; (d) the Transactions will be consummated in a timely manner in accordance with the Merger Agreement; (e) the transactions contemplated by the Asset Purchase Agreement will be consummated in a timely manner in accordance with the Asset Purchase Agreement, in each case, without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws and other requirements; and (f) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Transactions, no delay, limitation, restriction or condition will be imposed that would result in the disposition of any assets of HRZN or MRCC or otherwise have an adverse effect on the Transactions, HRZN, MRCC any of the expected benefits of the Transactions that would be material to Oppenheimer’s analysis or its opinion. Oppenheimer also assumed that the Initial Merger, together with the Second Merger, will qualify, for federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, Oppenheimer relied upon and assumed, without independent verification, that the final form of the Merger Agreement and the Asset Purchase Agreement would not differ from the drafts of such agreements provided to Oppenheimer and identified above in any respect material to Oppenheimer’s analyses or opinion.

Oppenheimer’s opinion only addressed the fairness, from a financial point of view, to HRZN, of the Exchange Ratio and did not address any other aspect of the Transactions or any aspect of the transactions contemplated by the Asset Purchase Agreement. Oppenheimer did not express any opinion as to the underlying valuation, future performance or long term viability of HRZN or MRCC or the price at which HRZN Common Stock or MRCC Common Stock will trade at any time and Oppenheimer assumed that the shares of HRZN Common Stock to be issued in the Initial Merger to holders of MRCC Common Stock will be listed on Nasdaq immediately following the consummation of the Initial Merger. Oppenheimer expressed no view as to, and its opinion did not address any aspect or implication of any other agreement, arrangement or understanding entered into in connection with the Transactions or otherwise, or the fairness of the amount or nature of the compensation resulting from the Transactions to any individual officers, directors or employees of HRZN or MRCC. Oppenheimer further expressed no view as to, and its opinion did not address: (i) the fairness of any portion or aspect of the Transactions to the holder of any class of securities, creditors or other constituencies of HRZN or to any other party to the Merger Agreement; (ii) the fairness of any portion or aspect of the Transactions to any one class or group of HRZN’s or any other party’s securityholders or other constituents vis-á-vis any other class or group of HRZN’s or such other party’s securityholders or other constituents (including the allocation of any consideration amongst or within such classes or groups of security holders or other constituents); (iii) the appropriate capital structure of HRZN, whether HRZN should be issuing debt or equity securities or a combination of both in connection with the Transactions, or the form, structure or any aspect or terms of any debt or equity financing for the Transactions or the likelihood of obtaining such financing; or (iv) whether or not HRZN or MRCC or their respective securityholders or any other party is receiving or paying reasonably equivalent value in the Transactions. In addition, Oppenheimer expressed no view as to, and its opinion did not address, the underlying business decision of HRZN or any other party to enter into the Merger Agreement or to proceed with or consummate the Transactions, nor did Oppenheimer’s opinion address the relative merits of the Transactions as compared to any alternative business strategies that might exist for HRZN or any other party to the Merger Agreement or the effect of any other transaction in which HRZN or any other such party might engage. Oppenheimer was not requested to, and did not, initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the securities, assets, business or operations of HRZN or any other party to the Agreement, or any alternatives to the Transactions. Oppenheimer expressed no view or opinion as to any such matters, including the terms that could have been obtained if any of the foregoing had been undertaken. Oppenheimer’s Opinion was necessarily based on the information available to Oppenheimer and general economic, financial and stock market conditions and circumstances as they existed and could be evaluated by Oppenheimer on the date of its opinion. It should be understood that, although subsequent developments may affect Oppenheimer’s opinion, Oppenheimer does not have any obligation to update, revise or reaffirm its opinion.

Oppenheimer is not a legal, tax, regulatory or accounting advisor and relied on the assessments made by HRZN and its advisors with respect to such matters. Oppenheimer’s opinion does not address any legal, tax, regulatory or accounting matters. In addition, Oppenheimer’s opinion does not constitute a solvency opinion or a fair value opinion, and Oppenheimer did not evaluate the solvency or fair value of HRZN under any federal or state laws relating to bankruptcy, insolvency or similar matters or otherwise.

The issuance of Oppenheimer’s opinion was approved by an authorized committee of Oppenheimer. As part of Oppenheimer’s investment banking business, Oppenheimer regularly engages in valuations of businesses and securities in connection with acquisitions and mergers, underwritings, secondary distributions of securities, private placements and valuations for other purposes.

Oppenheimer’s opinion was only one of many factors considered by the HRZN Special Committee and the HRZN Board in evaluating the proposed Merger. Neither Oppenheimer’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the HRZN Special Committee or the HRZN Board with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between HRZN and MRCC, and the decision to enter into the Merger Agreement was solely that of the HRZN Special Committee and the HRZN Board.

The following is a summary of the material financial analyses performed by Oppenheimer in connection with the preparation of its opinion and reviewed with the HRZN Special Committee on August 5, 2025 and August 7, 2025. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Oppenheimer to the HRZN Special Committee, but rather summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. Such tables alone do not constitute a complete description of the applicable financial analyses.

The preparation of a fairness opinion is a complex analytic process that requires determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Oppenheimer did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Oppenheimer believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses (and associated tables) and factors, without considering all analyses (and associated tables) and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of its analyses, Oppenheimer reviewed a number of financial metrics, including:

Unless the context indicates otherwise, Transaction values for the selected transactions analysis described below were calculated on an equity value basis based on the transaction equity price and other public information available at the time of the closing. The estimates of future financial performance of HRZN relied upon for the financial analyses described below were based on the HRZN Projections.

Implied Exchange Ratio Calculation. Oppenheimer reviewed the Adjusted June 30 NAVs prepared and provided to Oppenheimer. The HRZN Adjusted June 30 NAV per share provided by management of HRZN was $6.70 per share of HRZN Common Stock, based on net assets of HRZN, net of transaction expenses and other adjustments of $2.4 million, of $281.4 million and 42.0 million outstanding shares of HRZN Common Stock. The MRCC Adjusted June 30 NAV per share provided by management of MRCC was $7.60 per share of MRCC Common Stock, based on net assets of MRCC, net of transaction expenses and other adjustments of $15.0 million, of $164.6 million and 21.7 million outstanding shares of MRCC Common Stock. Using the HRZN Adjusted June 30 NAV per share of $6.70 and the MRCC Adjusted June 30 NAV per share of $7.60, Oppenheimer calculated the implied exchange ratio to be 1.1347 shares of HRZN Common Stock for each share

of MRCC Common Stock. Oppenheimer noted that the resulting exchange ratio would result in no dilution to the HRZN Adjusted June 30 NAV per share given the Exchange Ratio was formulated to provide for HRZN Common Stock to be exchanged for MRCC Common Stock on a NAV-for-NAV basis.

Selected Transactions Analysis. Oppenheimer considered certain financial terms of 12 transactions involving related party business development companies completed since September, 2019 that, in its professional judgement, Oppenheimer deemed relevant.