SPOHLER BRUCE J 4
4 · SLR Investment Corp. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
SLR Investment (SLRC) Director Bruce Spohler: RSU Cash Settlement & Grants
What Happened
- Bruce J. Spohler (Co‑Chief Executive Officer, Chief Operating Officer and Director) was involved in RSU transactions for SLR Investment Corp. on March 13, 2026. The SCP Plan administrators (Messrs. Spohler and Gross) elected to cash‑settle 354,511.3826 restricted stock units (RSUs) previously granted to employees (the filing shows $0.00 per share for the derivative entries; the cash value was paid to employees but the Form 4 reports the settlement as a deemed acquisition/disposition). Separately, 466,378.4286 new RSUs were granted to certain employees (vesting 50% on the later of March 1, 2028 or the next trading window, and 50% on the later of March 1, 2029 or the next trading window). Additionally, 10,986.5968 RSUs held by the SCP Plan expired without value. The filing notes no new shares were actually issued as a result of the cash settlement and the total reported beneficial ownership remains 3,827,977 shares.
Key Details
- Transaction date: March 13, 2026; Form 4 filed March 17, 2026 (filed within the 2 business‑day window).
- Cash‑settled RSUs: 354,511.3826 RSUs (settled in cash to employees; may be treated as a deemed acquisition for Section 16 purposes).
- New RSU grant: 466,378.4286 RSUs granted to SCP Plan participants; vesting 50% in 2028 and 50% in 2029 (or upon open trading windows).
- Expired RSUs: 10,986.5968 RSUs terminated without value.
- Shares reported after transaction: 3,827,977 beneficially owned (per filing/footnote — reflects no net new shares issued from the cash settlement).
- Notable footnotes: SCP Plan is controlled by SLR Capital Partners; Messrs. Spohler and Gross may be deemed to beneficially own shares held by the Plan by virtue of that control but disclaims beneficial ownership except for pecuniary interest (see footnotes F1–F9).
- Filing timeliness: Timely (transaction Mar 13; Form 4 filed Mar 17).
Context:
- These were plan RSU actions (administrative settlements and grants), not an open‑market personal buy or sale by Mr. Spohler. Cash settlement of RSUs means employees received cash instead of shares; the administrators’ election can create bookkeeping entries that are treated as deemed acquisitions/dispositions for Section 16 reporting even though no new shares were issued. Such administrative or plan‑level transactions do not necessarily signal the insider’s personal trading intent.
Insider Transaction Report
Form 4
SPOHLER BRUCE J
DirectorSee Remarks
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3][F4][F5][F6]2026-03-13−354,511.383→ 3,473,465.618 total(indirect: See Footnotes) - Award
Common Stock
[F1][F2][F7][F3][F4][F5][F6]2026-03-13+354,511.383→ 3,827,977 total(indirect: See Footnotes) - Expiration
Restricted Stock Units
[F8][F1]2026-03-13−10,986.597→ 785,936.819 total(indirect: See Footnote)→ Common Stock - Exercise/Conversion
Restricted Stock Units
[F9][F1]2026-03-13−354,511.383→ 198,870.17 total(indirect: See Footnote)→ Common Stock (354,511.383 underlying) - Award
Restricted Stock Units
[F10][F1]2026-03-13−466,378.429→ 466,378.429 total(indirect: See Footnote)→ Common Stock (466,378.429 underlying)
Holdings
- 75,873
Common Stock
Footnotes (10)
- [F1]Pursuant to the SEC staff no-action letters to Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015) and to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a closed-end investment company that has elected to be regulated as a business development company or to a closed-end investment company registered under the Investment Company Act of 1940, as amended, respectively, in either case that offers plan participants equity securities of such investment company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F10]Grants of new restricted stock units with respect to 466,378.4286 shares held by the SCP Plan to certain of SLR Capital Partners's employees pursuant to Restricted Stock Unit Agreements, dated March 13, 2026. Shares of the common stock of the Issuer underlying the RSUs are scheduled to vest in installments of 50% on the latter of March 1, 2028 and the date of the opening of the trading window and 50% on the latter of March 1, 2029 and the date of the opening of the trading window. Upon settlement, the RSUs will become payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof at the election of the SCP Plan administrators, Messrs. Spohler and Gross.
- [F2]Michael S. Gross and Bruce J. Spohler, as administrators of the Solar Capital Partners Employee Stock Plan, LLC (the "SCP Plan"), elected to settle 354,511.3826 restricted stock units ("RSUs") previously granted to employees by paying their cash value as contemplated by the RSUs, which cash settlement may be deemed to be a purchase of the shares underlying the previously granted RSUs. The shares that may be deemed to have been acquired were previously reported as beneficially owned due to Mr. Gross's partial pecuniary interest as described in footnotes 3, 4, 5 and 6. The settlement was approved in advance in accordance with Rule 16b-3.
- [F3]The total includes 1,030,293 shares of SLR Investment Corp. (the "Issuer") held by the SCP Plan. The SCP Plan is controlled by SLR Capital Partners, LLC ("SLR Capital Partners"). Messrs. Bruce J. Spohler and Michael S. Gross may be deemed to indirectly beneficially own a portion of the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners.
- [F4](Continued from Footnote (3)) In addition, the total includes 1,285,013 shares of the Issuer held by Solar Capital Investors, LLC ("Solar Capital I"), 715,000 shares of the Issuer held by Solar Capital Investors II, LLC ("Solar Capital II"), 355,107 shares of the Issuer held by Solar Senior Capital Investors, LLC ("Solar Senior Investors") and 77 shares of the Issuer held by SLR Capital Management, LLC ("SLR Management"), a portion held by each entity may be deemed to be indirectly beneficially owned by Mr. Spohler, Mr. Gross and a grantor retained annuity trust setup by and for Mr. Gross by virtue of their collective ownership interest therein.
- [F5](Continued from Footnote (4)) The total also includes 199,466 shares of common stock of the Issuer held by a trust for which Bruce J. Spohler acts as co-trustee and of which he and certain members of his immediate family are beneficiaries (the "Spohler Trust"), and 243,021 shares of the Issuer held by a limited liability company for which he serves as the manager and in which he owns a pro rata interest (the "Spohler LLC").
- [F6](Continued from Footnote (5)) Mr. Spohler disclaims beneficial ownership of any of the Issuer's securities directly held by the SCP Plan, Solar Capital I, Solar Capital II, Solar Senior Investors, SLR Management, the Spohler Trust and the Spohler LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Spohler is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F7]These 3,827,977 shares of the Issuer are the same number of shares held prior to the settlement of RSUs in cash because this transaction may only be a deemed acquisition for purposes of Section 16. No new shares of the Issuer were actually acquired as a result of the settlement of the 354,511.3826 RSUs.
- [F8]The RSUs with respect to 10,986.5968 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees terminated without value. The RSUs could have been settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Spohler and Gross. Messrs. Spohler and Gross may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. Each of the expiring classes of RSUs were outstanding for more than six months at the time of expiration. Expirations relate to the 2024 and 2025 grants of RSUs.
- [F9]RSUs with respect to 354,511.3826 shares held by the SCP Plan granted to certain of SLR Capital Partners's employees on March 9, 2023 and March 13, 2024 settled on March 13, 2026, respectively. RSUs may be settled in shares of the Issuer's common stock or the cash value thereof on a one-for-one basis at the election of the SCP Plan administrators, Messrs. Gross and Spohler. The administrators elected to settle the vested portion in cash. Messrs. Gross and Spohler may be deemed to beneficially own the shares held by the SCP Plan by virtue of their collective ownership interest in SLR Capital Partners. Settlements relate to the 2023 and 2024 grants of RSUs and the holdings relate to the remaining portion of the 2024 RSU grants.
Signature
/s/ Bruce J. Spohler|2026-03-17