WHITEHORSE FINANCE, INC.

 

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
Units

 

We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. H.I.G. WhiteHorse Advisers, LLC serves as our investment adviser. H.I.G. WhiteHorse Administration, LLC serves as our administrator. These entities are affiliates of H.I.G. Capital, L.L.C., an alternative asset manager founded in 1993 and focused on the lower middle market. H.I.G. Capital, L.L.C. had approximately $72 billion of capital under management as of December 31, 2025 (based on the regulatory assets under management as reported on Form ADV).

 

Our investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries. Such loans typically are based on a floating index rate such as the Secured Overnight Financing Rate, or SOFR, plus a spread and typically have a term of three to six years. We invest primarily in securities that are rated below investment grade by rating agencies or that may be rated below investment grade if they were so rated. Below investment grade securities, which are often referred to as "junk" bonds, are viewed as speculative investments because of concerns with respect to the issuer’s capacity to pay interest and repay principal.

 

 

 

 

 

We may offer, from time to time, in one or more offerings or series, together or separately, up to $240,905,146 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights, debt securities or units, which we refer to, collectively, as the "securities." We may sell our common stock through underwriters or dealers, "at-the-market" to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our board of directors, or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. See "Risk Factors" on page 11 and "Sales of Common Stock Below Net Asset Value" on page 19 of this prospectus for more information.

 

In addition, this prospectus relates to 3,976,258 shares of our common stock that may be sold by the selling stockholder identified under "Selling Stockholders." Sales of our common stock by the selling stockholder, which may occur at prices below the net asset value per share of our common stock, may adversely affect the market price of our common stock and may make it more difficult for us to raise capital. Each offering by the selling stockholder of its shares of our common stock through agents, underwriters or dealers will be accompanied by a prospectus supplement that will identify the selling stockholder that is participating in such offering. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder.

 

Our common stock trades on the Nasdaq Global Select Market under the symbol "WHF." The last reported closing price for our common stock on July 10, 2026 was $6.43. Based on this last reported closing price of our common stock, the aggregate market value of the shares of our common stock held by the selling stockholders identified under "Selling Stockholders" was approximately $25,567,338.94 million. The net asset value of our common stock on March 31, 2026 (the last date prior to the date of this prospectus on which we determined net asset value) was $11.47 per share.