Rights offering lets ArrowMark (NASDAQ: BANX) holders buy new shares

Rhea-AI Filing Summary

ArrowMark Financial Corp. is conducting a rights offering that allows existing shareholders to subscribe for up to 2,604,156 new common shares. Holders of record on January 22, 2026 receive one transferable Right for each share owned, and every three Rights permit the purchase of one new common share.

Shareholders who fully exercise their Rights may request additional shares through an oversubscription privilege, and those owning fewer than three shares can still buy one full share. The company engaged UBS Securities LLC as dealer manager, Equiniti Trust Company, LLC as subscription agent, and EQ Fund Solutions, LLC as information agent to administer the offer under its effective shelf registration.

Insights

Capital markets and closed-end fund analyst

ArrowMark is using a rights offer to raise equity from existing holders.

ArrowMark Financial Corp. is launching a shareholder rights offering for up to 2,604,156 common shares. Each holder of record on January 22, 2026 receives one Right per share, with three Rights needed to buy one new share. This structure taps current investors rather than outside buyers.

The terms include an oversubscription privilege for shareholders who fully exercise their initial Rights, which can reallocate any unexercised Rights. An accommodation for holders of fewer than three shares lets them still subscribe for one share, supporting broader participation.

UBS Securities LLC acts as dealer manager, while Equiniti Trust Company, LLC and EQ Fund Solutions, LLC handle subscription and information services under the existing Form N-2 shelf. Actual dilution and capital raised will depend on how many Rights are exercised during the offer period.

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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) January 28, 2026 (January 22, 2026)

ArrowMark Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware		811-22853		90-0934878
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
100 Fillmore Street, Suite 325 Denver, Colorado				80206
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (303) 398-2929

(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:

☐ 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
Common Shares of Beneficial Interest	BANX	NASDAQ
Subscription Rights for Common Shares	BANXR	NASDAQ

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   

Item 1.01. Entry into a Material Definitive Agreement.

On January 22, 2026, ArrowMark Financial Corp. (NASDAQ: BANX) (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, ArrowMark Asset Management, LLC and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on January 22, 2026 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 2,604,156 shares of common stock, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer.

The Offer is being made pursuant a prospectus supplement, dated January 22, 2026, and the accompanying prospectus, dated February 18, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-281004) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.

In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated January 22, 2026, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated January 22, 2026, with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.

The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.

Item 8.01. Other Events

On January 22, 2026, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Troutman Pepper Locke LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	1.1	Dealer Manager Agreement, dated January 22, 2026
	5.1	Opinion of Troutman Pepper Locke LLP
	10.1	Subscription Agent Agreement, dated January 22, 2026
	10.2	Information Agent Agreement, dated January 22, 2026
	23.1	Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
	99.1	Form of Notice of Guaranteed Delivery for Rights Offering
	99.2	Form of Subscription Certificate for Rights Offering
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

				ArrowMark Financial Corp.
Date: January 28, 2026				By:		/s/ Patrick J. Farrell
				Name:		Patrick J. Farrell
				Title:		Chief Financial Officer

FAQ

What is ArrowMark Financial Corp. (BANX) announcing in this 8-K?

ArrowMark Financial Corp. is launching a shareholder rights offering for up to 2,604,156 new common shares. Existing holders receive Rights based on current ownership, allowing them to buy additional shares under a defined 1-for-3 subscription ratio and potential oversubscription privilege.

How does the ArrowMark Financial (BANX) rights offering work for shareholders?

Shareholders of record on January 22, 2026 receive one Right for each common share owned. Every three Rights allow the purchase of one new common share, and fully participating holders may request additional shares through oversubscription, subject to limits and allotment conditions described in the offering materials.

How many new shares can ArrowMark Financial (BANX) issue in the rights offering?

The rights offering permits subscriptions for up to 2,604,156 new common shares. This maximum share amount is defined in the prospectus supplement and forms part of ArrowMark Financial Corp.’s effective shelf registration statement on Form N-2 for issuing additional equity.

Who is eligible to receive Rights in the ArrowMark Financial (BANX) offer?

Holders of ArrowMark Financial common shares at the close of business on January 22, 2026 are eligible. They receive one transferable Right per share held, with a minimum entitlement allowing investors owning fewer than three shares to subscribe for one full common share.

Which firms are involved in managing ArrowMark Financial’s (BANX) rights offering?

UBS Securities LLC serves as dealer manager for the rights offering. Equiniti Trust Company, LLC acts as subscription agent, and EQ Fund Solutions, LLC is the information agent, providing operational and investor support services under separate agreements dated January 22, 2026.

Under what registration is the ArrowMark Financial (BANX) rights offering being conducted?

The rights offering is conducted under ArrowMark Financial Corp.’s effective shelf registration statement on Form N-2, File No. 333-281004. It uses a prospectus supplement dated January 22, 2026 together with a base prospectus dated February 18, 2025 to describe the offer terms.