Horizon Finance (HRZN) Proxy Filing summary

Executive summary

• Supplement updates the joint proxy statement/prospectus for the proposed asset sale and merger between two entities, reflecting recent developments and shareholder engagement since January 2026.

• Both parties observed strong shareholder support for the long-term strategic benefits of the proposed transactions during January and February 2026.

• After a reduction in quarterly distribution and a drop in share prices in March 2026, additional value enhancements were proposed to address shareholder concerns.

• Supplemental distributions were announced to enhance near-term value for shareholders of both entities, with board and special committee support.

• Forward-looking statements highlight risks, uncertainties, and anticipated benefits of the merger and asset sale, including improved operations and financial strength.

Voting matters and shareholder proposals

• Proposals include approval of the asset sale and merger, with special meetings scheduled for shareholder votes.

• Proxy solicitation efforts intensified after market reaction to distribution changes, with concerns about achieving the required majority for approval.

• Supplemental distributions are contingent on shareholder approval of the asset sale and merger proposals.

Board of directors and corporate governance

• Special committees of both boards met to evaluate and support supplemental distributions and assess their impact on the combined entity.

• Board discussions included fiduciary duties, market conditions, and the financial implications of proposed changes.

• Board support for supplemental distributions was conditioned on compliance with regulatory and financial covenants.