ArrowMark Financial Corp. (NASDAQ: BANX) Announces Terms of Rights Offering

Rhea-AI Summary

ArrowMark Financial Corp (NASDAQ: BANX) announced a transferable rights offering intended to raise assets for investment, with a record date currently expected to be January 22, 2026 and an anticipated expiration date of February 18, 2026. Record Date shareholders will receive one Right per Common Share and may subscribe for one new Common Share for every three Rights held (1 for 3); holders of fewer than three shares may subscribe for one share.

The Subscription Price will equal 92.5% of the 5-day average of closing prices on the Expiration Date (with a 90% NAV floor). Rights are expected to trade as BANX RT on NASDAQ. The Fund said proceeds will be invested primarily in regulatory capital relief securities and that Offer expenses will be borne indirectly by shareholders.

Positive

• Transferable rights grant 1 new share per 3 Rights
• Subscription Price set at 92.5% of 5-day average with 90% NAV floor
• Rights expected to trade on NASDAQ as BANX RT
• Fund intends to invest proceeds in regulatory capital relief securities

Negative

• Offer expenses will be borne indirectly by Common Shareholders
• Common Shares issued under the Offer will not receive certain distributions payable with record dates on Jan 21/22 or after the record date
• Subscription Price has not yet been determined

News Market Reaction – BANX

-4.76%

1 alert

-4.76% News Effect

On the day this news was published, BANX declined 4.76%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Record date: January 22, 2026 Subscription ratio: 1 new share for every 3 Rights Par value: $0.001 per share +5 more

8 metrics

Record date January 22, 2026 Rights offering record date for common shareholders

Subscription ratio 1 new share for every 3 Rights Primary subscription entitlement (1 for 3)

Par value $0.001 per share Par value of common shares

Subscription period end February 18, 2026 Anticipated Expiration Date for exercising Rights

Subscription discount 92.5% of market price Subscription Price set as 92.5% of 5-day average price

NAV floor 90% of NAV If Formula Price < 90% of NAV, Subscription Price = 90% of NAV

Pricing window 5 trading days Expiration Date plus four preceding trading days for Formula Price

Expense responsibility Fund pays offer expenses Expenses of the Offer borne indirectly by common shareholders

Market Reality Check

Price: $19.29 Vol: Volume 18,517 is below th...

normal vol

$19.29 Last Close

Volume Volume 18,517 is below the 20-day average 21,726 (relative volume 0.85x), suggesting limited pre-news positioning. normal

Technical BANX at $22.05 is trading above its 200-day MA of $21 and about 6.84% below its 52-week high.

Peers on Argus

BANX was down 0.23% while peers showed mixed moves: BWG +0.23%, GRX -0.31%, MPA ...

BANX was down 0.23% while peers showed mixed moves: BWG +0.23%, GRX -0.31%, MPA +0.18%, EDF +0.41%, OCCI -1.20%. This points to stock-specific factors around the rights offering rather than a coordinated sector move.

Historical Context

5 past events · Latest: Jan 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 09	Monthly distribution	Positive	+0.3%	Announced first monthly $0.15 January 2026 cash distribution.
Dec 18	Equity offering	Positive	+0.3%	Registered direct offering of 673,249 shares for about $15M gross.
Dec 17	NAV update	Positive	+0.5%	Reported estimated unaudited NAV of $22.60 as of Nov 30, 2025.
Dec 17	Policy change	Positive	-0.2%	Changed distribution schedule from quarterly to monthly for 2026.
Dec 15	Earnings & payouts	Positive	-0.1%	Q3 2025 net income of $0.61 and special plus regular Q4 distributions.

Pattern Detected

Recent BANX news, including distributions and an accretive offering, has more often aligned with modest positive price reactions, though some income-related announcements saw small divergences.

Recent Company History

Over the past month, BANX has emphasized income and capital-raising. It reported Q3 2025 net income of $0.61 per share and declared a $0.45 regular and $0.10 special Q4 2025 distribution. The fund shifted from quarterly to monthly payouts for 2026 and set a $0.15 January 2026 distribution. It also completed a $14.9M registered direct offering at $22.28, described as accretive. Today’s rights offering continues this capital-raising and income-focused trajectory.

Market Pulse Summary

This announcement details a transferable rights offering that lets existing holders subscribe for ne...

Analysis

This announcement details a transferable rights offering that lets existing holders subscribe for new shares at a discount formula of 92.5% of market price, subject to a 90% of NAV floor. It follows recent income-focused moves, including monthly distributions and a prior direct offering. Investors may track how much capital is raised, how quickly it is deployed into regulatory capital relief securities, and any impact on NAV, expenses, and future distribution levels.

Key Terms

regulatory capital relief securities, net asset value, prospectus supplement, record date, +2 more

6 terms

regulatory capital relief securities financial

"compelling opportunities in regulatory capital relief securities issued by leading global financial institutions"

Securities sold or structured to help a regulated bank or insurer lower the amount of money it must hold as a safety cushion under rules, by shifting some risks away from its balance sheet or changing how regulators count those risks. Investors should care because these instruments can improve a firm’s capacity to lend or pay dividends and may offer higher yields, but they can also hide complexity and concentrate risk — like moving heavy boxes to another room to reduce load on the floor.

net asset value financial

"less than 90% of the Fund’s net asset value per Common Share at the close of trading"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

prospectus supplement regulatory

"The Offer will be made only by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

record date regulatory

"The record date for the Offer is currently expected to be January 22, 2026 (the “Record Date”)."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

subscription price financial

"The subscription price per Common Share (the “Subscription Price”) will be determined on the Expiration Date"

Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.

expiration date regulatory

"anticipated to expire on February 18, 2026, unless extended by the Fund (the “Expiration Date”)."

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

AI-generated analysis. Not financial advice.

DENVER, Jan. 13, 2026 (GLOBE NEWSWIRE) -- The board of directors (the “Board”) of ArrowMark Financial Corp. (NASDAQ: BANX) (the “Fund”) has approved the terms of the issuance of transferable rights (“Rights”) to the holders of the Fund’s shares (the “Common Shareholders”) of common stock, par value $0.001 per share (“Common Shares”), as of the record date, entitling the holders of those Rights to subscribe for Common Shares (the “Offer”). The Board, based on the recommendations and presentations of the Fund’s investment adviser, ArrowMark Asset Management, LLC (the “Adviser”), and others, has determined that it is in the best interests of the Fund and the Common Shareholders to conduct the Offer and thereby to increase the assets of the Fund available for investment. In making this determination, the Board considered a number of factors, including potential benefits and costs. In particular, the Board considered the Adviser’s belief that the Offer would enable the Fund to take advantage of existing and future investment opportunities that are or may become available, consistent with the Fund’s investment objective to provide Common Shareholders with current income, and, to a lesser extent, capital appreciation. The Adviser anticipates that the proceeds of the Offer will be primarily invested in compelling opportunities in regulatory capital relief securities issued by leading global financial institutions, which the Adviser believes provide attractive, steady income distributions from floating-rate coupons. The Offer also seeks to provide an opportunity to existing Common Shareholders to purchase Common Shares at a discount to market price (subject to a sales load).

An increase in the Fund’s assets may also lower the Fund’s expense ratio, as fixed operating costs would be spread across a larger asset base. Additionally, the Offer creates potential for increased liquidity and trading volume of the Fund’s Common Shares.

Sanjai Bhonsle, Chairman and Chief Executive Officer, said:

“We estimate regulatory capital relief security issuance reached a record level in 2025, reflecting increased activity from long-term issuers and inaugural issuances from first-time market participants. Looking ahead to 2026, the Fund will seek to take advantage of ongoing secular trends and expects to continue investing in regulatory capital relief securities primarily issued by large money center banks, global systemically important banks, and their affiliates. Furthermore, investors continue to find regulatory capital relief securities attractive due to their income generation, comparatively stable asset valuations, and limited correlation to other asset classes.”

The record date for the Offer is currently expected to be January 22, 2026 (the “Record Date”). The Fund will distribute to Common Shareholders on the Record Date (“Record Date Common Shareholders”) one Right for each Common Share held on the Record Date. Common Shareholders will be entitled to purchase one new Common Share for every three Rights held (1 for 3); however, any Record Date Common Shareholder who owns fewer than three Common Shares as of the Record Date will be entitled to subscribe for one Common Share. Fractional Common Shares will not be issued.

The proposed subscription period will commence on the Record Date and is currently anticipated to expire on February 18, 2026, unless extended by the Fund (the “Expiration Date”). Rights may be exercised at any time during the subscription period. The Rights are transferable and are expected to be admitted for trading on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “BANX RT” during the course of the Offer.

The subscription price per Common Share (the “Subscription Price”) will be determined on the Expiration Date and will be equal to 92.5% of the average of the last reported sales price of a Common Share of the Fund on the NASDAQ on the Expiration Date and each of the four (4) immediately preceding trading days (the “Formula Price”). If, however, the Formula Price is less than 90% of the Fund’s net asset value per Common Share at the close of trading on the NASDAQ on the Expiration Date, the Subscription Price will be 90% of the Fund’s net asset value per Common Share at the close of trading on the NASDAQ on that day. The estimated Subscription Price has not yet been determined by the Fund.

Record Date Common Shareholders who exercise all of their primary subscription Rights will be eligible for an over-subscription privilege entitling Record Date Common Shareholders to subscribe, subject to certain limitations and allotment, for any additional Common Shares not purchased pursuant to the primary subscription.

The Fund has previously declared (1) a regular January monthly distribution to Common Shareholders and (2) a special distribution to Common Shareholders, each payable on January 30, 2026 with a record date of January 21, 2026 and January 22, 2026, respectively, which will not be payable with respect to Common Shares issued pursuant to the Offer. The Fund pays monthly distributions and expects to declare and pay a cash distribution for February 2026. Such distribution will not be payable with respect to Common Shares issued pursuant to the Offer after the record date for such distribution. Distributions will be made if and when declared by the Board and there can be no assurance regarding the amount or timing of distributions in the future.

The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Common Shareholders within the United States shortly following the Record Date. To exercise their Rights, Common Shareholders who hold their Common Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Common Shareholders who do not hold Common Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.

The Fund will pay expenses associated with the Offer which will be borne indirectly by the Fund’s Common Shareholders.

The Fund reserves the right to modify, postpone or cancel the Offer.

This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus supplement and accompanying prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus and accompanying prospectus supplement, when available, will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus and accompanying prospectus supplement, when available, please contact the Fund’s information agent:

EQ Fund Solutions
28 Liberty Street, 53^rd Floor
New York, NY 10005
(888) 605-1958

About ArrowMark Financial Corp. 

ArrowMark Financial Corp. is an SEC registered non-diversified, closed-end fund listed on the NASDAQ Global Select Market under the symbol “BANX.” Its investment objective is to provide shareholders with current income. The Fund pursues its objective by investing primarily in regulatory capital securities of financial institutions. ArrowMark Financial is managed by ArrowMark Asset Management, LLC. To learn more, visit ir.arrowmarkfinancialcorp.com or contact the Fund’s secondary market service agent at 877-855-3434.

IMPORTANT INFORMATION

This press release contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are “forward-looking statements.” Although the Fund and the Adviser believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Fund’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the Fund and the Adviser do not assume a duty to update these forward-looking statements.

For information about the Fund, please contact your financial advisor.

Contact:

BANX@destracapital.com
Destra Capital Advisors LLC
(877) 855-3434

NOT FDIC INSURED                NO BANK GUARANTEE                MAY LOSE VALUE

FAQ

What are the key dates for the BANX rights offering (record date and expected expiration)?

The record date is currently expected to be January 22, 2026 and the subscription period is currently anticipated to expire on February 18, 2026 unless extended.

How many rights are required to buy one new BANX share in the January 2026 offer?

Record Date Common Shareholders may subscribe for one new Common Share for every three Rights held (1 for 3); holders of fewer than three shares may subscribe for one share.

How will the BANX subscription price be calculated on the Expiration Date?

The Subscription Price will equal 92.5% of the average of the last reported sales price on the Expiration Date and the four preceding trading days, with a 90% of NAV floor if that formula is below 90% NAV.

Will BANX rights trade on an exchange during the offering?

Yes, the Rights are transferable and are expected to be admitted for trading on the NASDAQ Global Select Market under the symbol BANX RT.

Will shares issued in the BANX offering receive upcoming distributions?

No, Common Shares issued pursuant to the Offer will not be payable with respect to the regular January or special January distributions referenced with record dates of Jan 21 and Jan 22.

Who bears the costs of the BANX rights offering?

The Fund will pay the expenses associated with the Offer, which will be borne indirectly by the Fund’s Common Shareholders.