PennantPark Floating Rate (PFLT) prices $200M 6.75% notes due 2029

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. entered into an underwriting agreement to issue and sell $200 million aggregate principal amount of its 6.75% Notes due 2029. Raymond James & Associates, Inc. is acting as representative of the several underwriters.

The transaction is being carried out under PennantPark Floating Rate Capital Ltd.’s effective shelf registration statement on Form N-2, using a preliminary and a final prospectus supplement each dated February 25, 2026. The agreement includes customary representations, covenants, indemnification, and contribution provisions for the company, its adviser, and the underwriters.

Insights

Credit and capital structure analyst

$200 million 6.75% 2029 notes expand PennantPark’s funding.

PennantPark Floating Rate Capital Ltd. is issuing $200 million in 6.75% Notes due 2029 via an underwritten offering. This adds a defined-maturity, fixed-rate debt layer, which can support portfolio growth or refinancing, depending on how proceeds are ultimately allocated in broader disclosures.

The notes are sold off an effective shelf registration on Form N-2, with Raymond James & Associates, Inc. as representative of the underwriters. Customary indemnification and contribution terms suggest a standard public debt transaction. Future filings may detail how this added leverage interacts with existing debt and asset coverage requirements.

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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): February 25, 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 February 25, 2026, PennantPark Floating Rate Capital Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, PennantPark Investment Advisers, LLC (the “Adviser”) and Raymond James & Associates, Inc., as representative of the several underwriters, in connection with the issuance and sale of $200 million aggregate principal amount of the Company’s 6.75% Notes due 2029 (the “Offering”).

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-279726) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 25, 2026 and a final prospectus supplement dated February 25, 2026.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement, dated February 25, 2026, by and among PennantPark Floating Rate Capital Ltd., PennantPark Investment Advisers, LLC and Raymond James & Associates, Inc., as representative of the several underwriters.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 27, 2026				By:		/s/ Richard T. Allorto, Jr.
				Name:		Richard T. Allorto, Jr.
				Title:		Chief Financial Officer & Treasurer

FAQ

What financing transaction did PFLT report in this 8-K?

PennantPark Floating Rate Capital Ltd. reported an underwritten public offering of its debt. The company entered an underwriting agreement to issue and sell $200 million aggregate principal amount of 6.75% Notes due 2029 under its effective shelf registration statement on Form N-2.

What are the key terms of PennantPark Floating Rate Capital (PFLT) new notes?

The company is issuing $200 million aggregate principal amount of 6.75% Notes due 2029. These notes carry a 6.75% interest rate and a 2029 maturity, and are being sold in an underwritten offering led by Raymond James & Associates, Inc.

Which firms are involved in PFLT’s $200 million notes offering?

PennantPark Floating Rate Capital Ltd. is the issuer, with PennantPark Investment Advisers, LLC as adviser. Raymond James & Associates, Inc. acts as representative of the several underwriters under an underwriting agreement that includes customary indemnification and contribution provisions for all parties.

Under what registration statement is PFLT issuing the 6.75% Notes due 2029?

The notes are being issued under PennantPark Floating Rate Capital Ltd.’s effective shelf registration statement on Form N-2, Registration No. 333-279726. The offering is described in a preliminary and a final prospectus supplement, each dated February 25, 2026.

What legal protections are included in PFLT’s underwriting agreement for the 2029 notes?

The underwriting agreement includes customary representations, warranties, and covenants by the company and its adviser. It also provides customary indemnification and contribution provisions for PennantPark Floating Rate Capital Ltd., PennantPark Investment Advisers, LLC, and the underwriters against certain liabilities.

Where can investors find the full text of PFLT’s underwriting agreement?

The complete underwriting agreement is filed as Exhibit 1.1 to the report. The summary in the filing is expressly qualified in its entirety by reference to this exhibit, which is incorporated by reference into the company’s disclosure.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EX-1.1 174.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 27.6 KB