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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 17, 2025

VARAGON CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Maryland

000-56450

30-1206578

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

 

151 West 42nd Street, 53rd Floor

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 235-2600

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

Item 8.01 Other Events.

 

Effective June 17, 2025, the applicable board of directors of Varagon Capital Partner, L.P. (“Varagon”), the parent company of Varagon Capital Corporation’s (the “Company”) investment adviser, approved the replacement of Charles Riceman with Michael Blumberg (the “Approved Change”) as a Key Person (as defined below). Pursuant to the Company’s subscription agreement, the Company will enter a wind-down upon the occurrence of a Key Person Event. As a result of the Approved Change, a “Key Person Event” would occur if, at any time prior to the consummation of a Liquidity Event (as defined in the Company’s subscription agreement), fewer than the three of Walter Owens, Robert Bourgeois, Kevin Marchetti, or Michael Blumberg (or any replacements or additions approved by Varagon’s board of directors, the “Key Persons”), are employed by, or affiliated with, the Company’s investment adviser, the Company’s administrator or any of its affiliates for any consecutive period that exceeds 60 days.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

VARAGON CAPITAL CORPORATION

 

 

 

 

Date: June 24, 2025

By:

/s/ Walter J. Owens

 

 

Name:

 Walter J. Owens

 

 

Title:

Chief Executive Officer