PennantPark Floating Rate to issue $100M 2031 notes

PennantPark Floating Rate Capital Ltd. entered an underwriting agreement for a $100 million offering of its 7.375% Notes due 2031, with closing expected on June 1, 2026 subject to customary conditions.

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. entered an underwriting agreement for a $100 million offering of its 7.375% Notes due 2031, with closing expected on June 1, 2026 subject to customary conditions. Underwriters also have a 30-day option to purchase up to an additional $15 million of these notes.

The company plans to use net proceeds to repay outstanding amounts under its revolving credit facility, invest in new or existing portfolio companies, and for general corporate or strategic purposes. The notes are expected to be listed on the New York Stock Exchange within 30 days of June 1, 2026 under the symbol PFLA, and the transaction is being conducted off an effective shelf registration on Form N-2.

Insights

Credit and capital-structure analyst

PennantPark Floating Rate is adding term debt via a $100M 2031 note offering.

PennantPark Floating Rate Capital Ltd. agreed to issue $100 million of 7.375% Notes due 2031, with underwriters holding an option for another $15 million. This extends fixed-term funding and diversifies its liabilities beyond the revolving credit facility.

Net proceeds are earmarked to repay the revolving credit facility, fund new or existing portfolio investments, and support general corporate or strategic purposes. This shifts a portion of shorter-term, floating-rate bank debt into longer-dated notes, potentially affecting interest expense and interest-rate sensitivity.

The notes are expected to list on the NYSE under symbol PFLA within 30 days of June 1, 2026, which may aid trading liquidity for the securities. Actual impact on leverage and earnings will depend on the final size of the offering, including any exercise of the $15 million underwriters’ option.

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.

FAQ

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

What type of securities is PennantPark Floating Rate (PFLT) issuing?

PennantPark Floating Rate is issuing 7.375% Notes due 2031. The company entered an underwriting agreement for these debt securities, which are expected to be listed on the New York Stock Exchange under the trading symbol PFLA.

How large is PennantPark Floating Rate’s new 2031 note offering?

The base offering is for $100 million aggregate principal amount of 7.375% Notes due 2031. Underwriters also have a 30‑day option to purchase up to an additional $15 million principal amount of these notes.

When is the PennantPark Floating Rate (PFLT) note offering expected to close?

The closing of the 7.375% Notes due 2031 offering is expected on June 1, 2026. Completion remains subject to customary closing conditions described in the underwriting agreement with the underwriters.

How will PennantPark Floating Rate use proceeds from the 2031 notes?

PennantPark Floating Rate intends to use net proceeds to repay outstanding obligations under its revolving credit facility, invest in new or existing portfolio companies, and for general corporate or strategic purposes, providing both refinancing and investment capital.

On which exchange will PennantPark’s new notes trade and under what symbol?

The 7.375% Notes due 2031 are expected to be listed on the New York Stock Exchange. The notes are anticipated to trade under the symbol PFLA within 30 days of June 1, 2026.

Under what registration statement is PennantPark Floating Rate conducting this offering?

The offering is being made under PennantPark Floating Rate’s effective shelf registration statement on Form N‑2, Registration No. 333‑279726, supplemented by a preliminary and a final prospectus supplement each dated May 27, 2026.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:27 PM Learn about SEC filing dates

0001504619false 0001504619 2026-05-27 2026-05-27 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): May 27, 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 May 27, 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 Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, and UBS Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”), in connection with the issuance and sale (the “Offering”) of $100 million aggregate principal amount of the Company’s 7.375% Notes due 2031 (the “2031 Notes”). The closing of the Offering is expected to occur on June 1, 2026, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters an option to purchase up to an additional $15 million aggregate principal amount of the 2031 Notes within 30 days of May 27, 2026. 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 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 2031 Notes are expected to be listed on the New York Stock Exchange within 30 days of June 1, 2026 and to trade under the trading symbol “PFLA”.

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 May 27, 2026 and a final prospectus supplement to be dated May 27, 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.

EXHIBIT NUMBER		DESCRIPTION
1.1		Underwriting Agreement, dated May 27, 2026, by and among PennantPark Floating Rate Capital Ltd., PennantPark Investment Advisers, LLC and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, and UBS Securities LLC as representatives 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: May 27, 2026				By:		/s/ Richard T. Allorto, Jr.
				Name:		Richard T. Allorto, Jr.
				Title:		Chief Financial Officer & Treasurer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 EX-1.1 191.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 27.6 KB