PennantPark Floating Rate sells $105M 7.375% notes

PennantPark Floating Rate Capital Ltd. issued $105,000,000 aggregate principal amount of its 7.375% Notes due 2031, including $5,000,000 from a partial over‑allotment exercise.

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. issued $105,000,000 aggregate principal amount of its 7.375% Notes due 2031, including $5,000,000 from a partial over‑allotment exercise. The company received approximately $101.19 million in net proceeds.

The notes mature on June 15, 2031, are callable at the company’s option on or after June 15, 2028, and pay 7.375% interest per year, quarterly in arrears starting September 15, 2026. PennantPark Floating Rate intends to use the proceeds to repay its revolving credit facility, invest in portfolio companies, and for general corporate or strategic purposes.

The notes are unsecured obligations ranking pari passu with existing and future unsecured unsubordinated debt, senior to future subordinated debt and preferred stock, and effectively or structurally subordinated to secured and subsidiary-level obligations. The notes are expected to list on the NYSE under the symbol PFLA.

Insights

Credit and capital structure analyst

PennantPark Floating Rate raises $105M via 7.375% unsecured notes due 2031.

PennantPark Floating Rate Capital Ltd. issued $105,000,000 of 7.375% Notes due 2031, with net proceeds of about $101.19 million. The notes pay a fixed 7.375% coupon quarterly and are callable at the company’s option on or after June 15, 2028.

The company plans to use proceeds to repay its revolving credit facility, invest in new or existing portfolio companies, and for general corporate or strategic purposes. The notes are direct unsecured obligations ranking pari passu with other unsecured unsubordinated debt and senior to any future subordinated debt or preferred stock.

The indenture includes asset coverage and distribution covenants tied to the Investment Company Act, which help protect noteholders by limiting leverage and equity payouts. The notes are expected to be listed on the NYSE under the symbol PFLA, providing secondary market liquidity once trading begins.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Notes principal amount: $105,000,000 Over-allotment portion: $5,000,000 Coupon rate: 7.375% per year +4 more

7 metrics

Notes principal amount $105,000,000 Aggregate principal of 7.375% Notes due 2031

Over-allotment portion $5,000,000 Principal from partial exercise of underwriters’ over-allotment option

Coupon rate 7.375% per year Interest rate on Notes due 2031

Net proceeds $101.19 million Net cash received after fees and expenses

Maturity date June 15, 2031 Final maturity of the notes

First call date June 15, 2028 First optional redemption date for the notes

First interest payment September 15, 2026 First quarterly interest payment date

Key Terms

Third Supplemental Indenture, pari passu, asset coverage, over-allotment option, +1 more

5 terms

Third Supplemental Indenture financial

"entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture"

pari passu financial

"rank pari passu in right of payment with any existing and future unsecured"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

asset coverage financial

"comply with the asset coverage requirements of Section 18(a)(1)(A) as modified"

Asset coverage is a quick check of how much of a company's debt or preferred claims could be paid off using its tangible assets if the company had to be broken up or liquidated. Think of it like measuring whether the contents of a house would raise enough money to settle outstanding loans on the property; higher coverage means creditors and investors are safer, while lower coverage signals more risk of loss.

over-allotment option financial

"includes $5,000,000 in aggregate principal amount issued pursuant to the partial exercise of the underwriters’ over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Registration Statement on Form N-2 regulatory

"offered and sold in an offering registered under the Securities Act ... pursuant to the Registration Statement on Form N-2"

A registration statement on Form N-2 is the official filing a closed-end or certain other registered investment fund submits to regulators when offering shares to the public; it combines the prospectus and detailed disclosure about the fund’s strategy, fees, risks, managers and financials. Investors use it like a full product label or instruction manual to understand what they’re buying, how the fund will be run, the costs involved and the main risks before investing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of debt did PennantPark Floating Rate Capital Ltd. (PFLT) issue?

PennantPark Floating Rate Capital Ltd. issued unsecured 7.375% Notes due 2031 with a total principal amount of $105,000,000. The notes are direct unsecured obligations and rank pari passu with the company’s existing and future unsecured unsubordinated indebtedness.

How much cash did PFLT receive from the 7.375% Notes due 2031 offering?

The company received approximately $101.19 million in net proceeds from the 7.375% Notes due 2031. This amount reflects deductions for underwriting discounts, commissions, and estimated offering expenses from the total $105,000,000 principal amount issued.

What will PennantPark Floating Rate (PFLT) use the note offering proceeds for?

PennantPark Floating Rate intends to use the net proceeds to repay its revolving credit facility, invest in new or existing portfolio companies, and for general corporate or strategic purposes, providing flexibility in capital allocation within its investment strategy.

When do PFLT’s 7.375% Notes due 2031 mature and become callable?

The 7.375% Notes mature on June 15, 2031. They may be redeemed, in whole or in part, at the company’s option at any time or from time to time on or after June 15, 2028, in accordance with the terms of the indenture.

How and when does PFLT pay interest on the 7.375% Notes due 2031?

The notes bear interest at 7.375% per year, paid quarterly in arrears. Interest payment dates are March 15, June 15, September 15, and December 15 of each year, beginning on September 15, 2026, as specified in the indenture.

Will PennantPark Floating Rate’s new notes trade on an exchange, and under what symbol?

The notes are expected to be listed on the New York Stock Exchange, with the company expecting trading to commence within 30 days of the original issue date under the trading symbol “PFLA”, enhancing potential liquidity for investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 05:09 PM Learn about SEC filing dates

0001504619false 0001504619 2026-06-01 2026-06-01 iso4217:USD

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): June 1, 2026

PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)

Maryland		814-00891		27-3794690
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1691 Michigan Avenue

Miami Beach, Florida 33139

(Address of Principal Executive Offices) (Zip Code)

(786) 297-9500

(Registrant’s telephone number, including area code)

Not Applicable

(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 Stock, par value $0.001 per share		PFLT		The New York Stock Exchange

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 any 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 June 1, 2026, PennantPark Floating Rate Capital Ltd. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”) entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee, dated March 23, 2021 (the “Base Indenture,” and together with the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of $105,000,000 aggregate principal amount of its 7.375% Notes due 2031 (the “Notes”), which includes $5,000,000 in aggregate principal amount issued pursuant to the partial exercise of the underwriters’ over-allotment option.

The Notes will mature on June 15, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after June 15, 2028 according to the terms set forth in the Indenture. The Notes bear interest at a rate of 7.375% per year and will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2026.

The Notes are expected to be listed on the New York Stock Exchange, and the Company expects trading to commence thereon within 30 days of the original issue date under the trading symbol “PFLA.” The Notes are the Company’s direct unsecured obligations that rank pari passu in right of payment with any existing and future unsecured unsubordinated indebtedness of the Company; senior in right of payment to any of the Company’s future indebtedness that expressly states it is subordinated in right of payment to the Notes; senior to any series of preferred stock that the Company may issue in the future; effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured, but to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, whether or not the Company is subject thereto, giving effect to any exemptive relief granted to the Company by the U.S. Securities and Exchange Commission; (ii) not declare any dividend (except a dividend payable in its stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless the Company has asset coverage, as defined in the 1940 Act, of at least the threshold specified under Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after deducting the amount of such dividend, distribution or purchase price, as the case may be, giving effect to any applicable no-action or other relief granted by the SEC; and (iii) if, at any time, the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, furnish to the holders of the Notes and the Trustee audited annual consolidated financial statements within 90 days of its fiscal year end, and unaudited interim consolidated financial statements within 45 days of its fiscal quarter end (other than its fourth fiscal quarter), in each case prepared in all material respects in accordance with generally accepted accounting principles.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-279726) (the “Registration Statement”), the preliminary prospectus supplement, dated May 27, 2026, and a final prospectus supplement, dated May 27, 2026. The transaction closed on June 1, 2026. The net proceeds to the Company were approximately $101.19 million, after deducting the underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering to repay its outstanding obligations under its revolving credit facility, to invest in new or existing portfolio companies and for general corporate or strategic purposes.

The foregoing descriptions of the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
4.1		Indenture, dated as of March 23, 2021, by and between the Company and Equiniti Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 23, 2021).
4.2		Third Supplemental Indenture, dated as of June 1, 2026, relating to the 7.375% Notes due 2031 by and between the Company and Equiniti Trust Company, LLC, as trustee.
4.3		Form of 7.375% Notes due 2031 (incorporated by reference to Exhibit 4.2 hereto).
5.1		Opinion of Dechert LLP.
5.2		Opinion of Venable LLP.
23.1		Consent of Dechert LLP (included in Exhibit 5.1).
23.2		Consent of Venable LLP (included in Exhibit 5.2).
104		Cover page interactive data file (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PennantPark Floating Rate Capital Ltd.
Date: June 1, 2026				By:		/s/ Richard T. Allorto, Jr.
				Name:		Richard T. Allorto, Jr.
				Title:		Chief Financial Officer & Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.2 EX-4.2 104.6 KB
• EX-5.1 EX-5.1 23.0 KB
• EX-5.2 EX-5.2 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 27.6 KB