PennantPark Floating Rate Capital (NYSE: PFLT) completes $356.5M CLO reset

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. completed a CLO reset transaction through its wholly owned subsidiary PennantPark CLO VIII, LLC. The Issuer refinanced and upsized a four-year reinvestment, twelve-year final maturity $356.5 million debt securitization via new classes of SOFR-based secured notes and related loans.

The Issuer issued multiple tranches of replacement secured notes and $5.9 million of additional subordinated notes and borrowed $80.0 million of Class A-1-R loans, all maturing in April 2038 and fully funded at closing. The obligations are non-recourse to the company, which will retain the subordinated notes through a consolidated subsidiary.

The company amended and restated its master loan sale agreement supporting an initial portfolio of approximately $265 million par amount of middle market loans and will continue to act as portfolio manager under an amended collateral management agreement, irrevocably waiving any base management fee or subordinated interest while it serves in that role.

Insights

Structured credit and BDC analyst

PennantPark refinances and upsizes a non-recourse CLO while waiving management economics.

The transaction resets and enlarges a $356.5 million CLO through new SOFR-based tranches and an $80.0 million loan, all maturing in April 2038. Because obligations are non-recourse to PennantPark Floating Rate Capital Ltd., credit risk from the securitization is structurally separated from the parent.

The company retains subordinated notes through a consolidated subsidiary, so performance of the underlying middle market loan portfolio still matters economically. Amending the master loan sale agreement around approximately $265 million of loan collateral aligns the asset pool with the reset structure.

Under the amended collateral management agreement, the company will continue managing the CLO but irrevocably waives any base management fee or subordinated interest while serving as portfolio manager. This changes the income profile from this vehicle; future financial statements and disclosures will show how CLO performance flows through without those fees.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 24, 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)

Registrant’s telephone number, including area code: (786) 297-9500

None

(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 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

CLO Reset Transaction

On February 24, 2026 (“Closing Date”), PennantPark CLO VIII, LLC (the “Issuer”), a wholly-owned and consolidated subsidiary of PennantPark Floating Rate Capital Ltd. (the “Company”), closed the refinancing and upsize of a four-year reinvestment period, twelve-year final maturity $356.5 million debt securitization in the form of a collateralized loan obligation (the “CLO Reset Transaction”).

The CLO Reset Transaction was executed through: (A) the issuance by the Issuer of the following classes of notes pursuant that certain indenture, dated February 22, 2024 (the “Original Closing Date”), by and between the Issuer and Wilmington Trust, National Association, as amended by the supplemental indenture, dated February 24, 2026, the “Indenture”): (i) $123 million of A-1-R Notes, which bear interest at the three-month secured overnight financing rate (“SOFR”) plus 1.43%, (ii) $14 million of A-2-R Notes, which bear interest at three-month SOFR plus 1.60%, (iii) $26.25 million of Class B-R Notes, which bear interest at three-month SOFR plus 1.75%,(iv) $24.5 million of C-R Notes, which bear interest at three-month SOFR plus 2.15% and (v) $19.25 million of D-R Notes, which bear interest at three-month SOFR plus 3.20% (collectively, the “Secured Notes”), (B) the issuance by the Issuer of $5.9 million of subordinated notes pursuant to the Indenture (the “Additional Subordinated Notes” and, collectively with the $63.55 million in aggregate principal amount of Subordinated Notes issued on the Original Closing Date and the Secured Notes, the “Replacement Notes”) and (C) the borrowing by the Issuer of $80.0 million of Class A-1-R Loans, which bear interest at three-month SOFR plus 1.43% (the “Class A-1-R Loans” and, together with the Replacement Notes, the “Replacement Debt”), pursuant to a credit agreement, dated as of the Closing Date (the “Credit Agreement”), by and between the Issuer, the various financial institutions and other persons party thereto, as lenders and Wilmington Trust, National Association, as loan agent and as trustee.

The Replacement Debt matures in April 2038. The Replacement Debt was 100% funded at closing. The obligations of the Issuer under the Replacement Debt are non-recourse to the Company. The Company will retain the Subordinated Notes through a consolidated subsidiary.

The Replacement Notes offered as part of the term CLO Reset Transaction have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state “blue sky” laws, and may not be offered or sold in the United States absent registration under Section 5 of the Securities Act or an applicable exemption from such registration requirements

As part of the CLO Reset Transaction, on the Closing Date, the Company and the Issuer also amended and restated the master loan sale agreement, originally dated as of the February 22, 2024 (as amended, the “Amended and Restated Master Loan Sale Agreement”), by and between the Company and the Issuer, which provided for the sale and contribution of approximately $265 million par amount of middle market loans from the Company to the Issuer on the Original Closing Date and for future sales and contributions, as applicable, from the Company to the Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Replacement Debt (other than the Subordinated Notes). The Company made customary representations, warranties, and covenants to the Issuer pursuant to the Amended and Restated Master Loan Sale Agreement.

The Company will continue to serve as portfolio manager to the Issuer pursuant to an Amended and Restated Collateral Management Agreement, dated as of the Closing Date (the “Collateral Management Agreement”), between the Company and the Issuer. For so long as the Company serves as portfolio manager, the Company will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the Collateral Management Agreement.

The description of the second supplemental indenture, the Credit Agreement, Amended and Restated Master Loan and Sale Agreement and the Amended and Restated Collateral Management Agreement contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the full text of the second supplemental indenture, the Credit Agreement, the Amended and Restated Master Loan and Sale Agreement and the Amended and Restated Collateral Management Agreement attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. 

Exhibit No.		Description
10.1		Supplemental Indenture, dated February 24, 2026, by and between PennantPark CLO VIII, LLC and Wilmington Trust, National Association.
10.2		Credit Agreement, dated February 24, 2026, by and among PennantPark CLO VIII, LLC, the various financial institutions and other persons party thereto, and Wilmington Trust, National Association.
10.3		Amended and Restated Master Loan Sale Agreement, dated February 24, 2026, by and between PennantPark Floating Rate Capital Ltd. and PennantPark CLO VIII, LLC
10.4		Amended and Restated Collateral Management Agreement, dated February 24, 2026, by and between PennantPark CLO VIII, LLC and PennantPark Investment Advisers, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 CLO transaction did PennantPark Floating Rate Capital Ltd. (PFLT) complete?

PennantPark completed a CLO reset and upsize through its subsidiary PennantPark CLO VIII, LLC, refinancing a four-year reinvestment, twelve-year final maturity debt securitization totaling approximately $356.5 million in replacement notes and related loans under a revised indenture and credit agreement.

What are the key terms of the replacement debt in PFLT’s CLO reset?

The replacement debt for PennantPark’s CLO VIII includes various SOFR-based secured note tranches and $80.0 million of Class A-1-R loans. All components of this replacement debt mature in April 2038 and were 100% funded at closing, providing long-dated, fully drawn financing.

Are PennantPark Floating Rate Capital Ltd. (PFLT) obligations under the CLO reset non-recourse?

Yes, the obligations under the replacement debt issued by PennantPark CLO VIII, LLC are explicitly described as non-recourse to PennantPark Floating Rate Capital Ltd. This structure limits the parent company’s direct liability to its investment in the CLO’s subordinated notes held via a consolidated subsidiary.

How much in subordinated notes is associated with PFLT’s CLO reset?

The CLO reset includes $5.9 million of additional subordinated notes, alongside $63.55 million of subordinated notes originally issued on February 22, 2024. Together with the secured tranches, these subordinated notes form part of the overall replacement notes capital structure for the CLO.

What loan portfolio supports the PennantPark CLO VIII replacement debt?

An Amended and Restated Master Loan Sale Agreement provided for the sale and contribution of approximately $265 million par amount of middle market loans from PennantPark to the Issuer. These loans form part of the initial portfolio of assets securing the replacement debt, excluding the subordinated notes.

Does PFLT earn management fees under the amended collateral management agreement?

While PennantPark will continue as portfolio manager under the Amended and Restated Collateral Management Agreement, it will irrevocably waive any base management fee or subordinated interest to which it may be entitled for so long as it serves in that portfolio management role.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 31.0 KB
• EX-10.2 EX-10.2 300.3 KB
• EX-10.3 EX-10.3 172.8 KB
• EX-10.4 EX-10.4 198.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 27.6 KB