8-K - Mount Logan Capital Inc. 8.00% Notes Due 2031 | StockGist

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Mount Logan Management, LLC, a wholly owned indirect subsidiary of Mount Logan Capital Inc., entered into a Transition Services Agreement with Willow Asset Management LLC on March 18, 2026, providing access to AIF books, records, and data for two years post-closing of the AIF Transaction, in exchange for up to $5 million in fees including cash, restricted shares, and rebates. The filing includes a press release announcing SOFIX's acquisition of over $100 million in AIF assets, expected to boost fee-related earnings by at least $2.8 million annually.

Key Takeaways

1TSA dated March 18, 2026, between MLM and Willow for AIF Materials access during 2-year Service Period.

2$5M total fees: $2M cash at TSA closing, $1M in MLCI Restricted Shares via private placement, up to $2M sub-advisory fee rebates.

3TSA conditioned on closing of AIF Transaction where SOFIX acquires all AIF assets and liabilities.

4Press release on March 19, 2026, states transaction adds $100M+ to SOFIX assets, nearly doubling size, and increases Mount Logan FRE by $2.8M+ (over 30% of TTM FRE).

5Expected closing late Q2 or Q3 2026, subject to YS AIF shareholder approval, regulatory approvals, and SEC effective registration.

6Willow indemnifies MLM/SOFIX against pre-closing liabilities; MLM indemnifies Willow for breaches; losses offset via Restricted Shares forfeiture.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement On March 18, 2026, Mount Logan Management, LLC (“ MLM ”), a Delaware limited liability company and wholly owned indir

Material Agreement

$5.0M$2.0M$1.0M$2.0M

Source Document

7.01

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as am

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Transition Services Agreement, dated March 1 8 , 2026, by and between Mount Logan M

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Transition Services Agreement (TSA)
Parties: Mount Logan Management, LLC (MLM), Willow Asset Management LLC (Willow)

•Willow provides MLM and SOFIX access to AIF Materials (books, records, data files for 6 years pre-AIF Transaction closing).
•Exclusive, worldwide, sublicensable license to use AIF Materials for AIF Transaction and SOFIX administration.
•Aggregate fees up to $5,000,000: $2,000,000 cash at TSA closing; $1,000,000 in MLCI Restricted Shares via subscription agreement; up to $2,000,000 rebates from sub-advisory fees.
•Service Period of two years commencing on AIF Transaction closing date.
•Customary representations, warranties, covenants, closing conditions.
•Termination rights: mutual consent, uncured breach, Acquisition Agreement termination, no closing by Dec 31, 2026, or governmental prohibition.
•Indemnification: Willow for transition services, breaches, pre-closing advisory liabilities; MLM for its breaches; offset via Restricted Shares forfeiture at 10-day VWAP.

Exhibits (3)

10.1

EX-10.1

8-K

99.1

EX-99.1