UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Operating Agreement
On September 28, 2026, Monroe Capital Asset-Backed Finance Company, LP (the “Partnership”) (including, as context requires, Monroe Capital Asset-Backed Finance Company, LP - Series I and Monroe Capital Asset-Backed Finance Company, LP - Series II (“Series II”)) entered into an Amended and Restated Operating Agreement (the “A&R Operating Agreement”) with Monroe Capital Asset Finance Advisors, LLC, the Partnership’s operating manager, which amended and restated the Partnership’s initial Operating Agreement, dated as of July 17, 2026. The amendment and restatement effects certain changes to reflect the addition of two new classes of shares of limited partnership interest of Series II, Class MF Shares (“Class MF Shares”) and Class WF Shares (“Class WF Shares”).
The foregoing summary description of the A&R Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Operating Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Limited Partnership Agreement
On September 28, 2026, the Partnership executed its Second Amended and Restated Limited Partnership Agreement (the “Second A&R LPA”), which amended and restated the Amended and Restated Limited Partnership Agreement, dated as of July 17, 2026. The amendment and restatement effects certain changes to reflect the addition of Class MF Shares and Class WF Shares as well as additional provisions related to borrowings.
The foregoing summary description of the Second A&R LPA does not purport to be complete and is qualified in its entirety by reference to the Second A&R LPA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 3.1, in the Registrant’s Form 8-A filed with the SEC on September 28, 2026) | |
| 10.1* | Amended and Restated Operating Agreement | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
* Attached hereto.
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.
| Monroe Capital Asset-Backed Finance Company, LP | ||
| By: | /s/ Kyle Asher | |
| Name: | Kyle Asher | |
| Title: | President | |
Date: September 29, 2026