PennantPark Investment (NYSE: PNNT) amends annual report to add AKW financial statements

Rhea-AI Filing Summary

PennantPark Investment Corporation filed Amendment No. 2 to its annual report for the year ended September 30, 2025 to add separate financial statements for its unconsolidated portfolio company, AKW Holdings Limited. AKW met the conditions of a significant subsidiary under Regulation S-X, requiring standalone audited and unaudited consolidated financials as Exhibit 99.5.

The amendment also adds new CEO and CFO certifications under Sections 13a-14 and 906 of the Exchange Act and Sarbanes-Oxley. Other disclosures in the original annual report are unchanged and are not updated for subsequent events.

Key Figures

Non-affiliate market value: $443.6 million Share price reference: $7.03 per share Shares outstanding: 65,296,094 shares +1 more

4 metrics

Non-affiliate market value $443.6 million Aggregate market value of common stock held by non-affiliates as of March 31, 2025 at $7.03 per share

Share price reference $7.03 per share Closing price on the NYSE on March 31, 2025 used to calculate non-affiliate market value

Shares outstanding 65,296,094 shares Common stock outstanding as of July 1, 2026

Fiscal year end September 30, 2025 Fiscal year covered by the amended annual report

Key Terms

significant subsidiary, Rule 3-09 of Regulation S-X, Inline XBRL, Clawback Policy, +2 more

6 terms

significant subsidiary financial

"We have determined that this unconsolidated portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X"

Rule 3-09 of Regulation S-X regulatory

"pursuant to Rule 3-09 of Regulation S-X, to provide separate financial statements as exhibits"

Inline XBRL technical

"101.INS* | | Inline XBRL Instance Document 101.SCH* | | Inline XBRL Taxonomy Extension Schema"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Clawback Policy regulatory

"97.1 | | Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Insider Trading Policy regulatory

"19.1 | | Insider Trading Policy (included in the Joint Code of Ethics of the Registrant)"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

Joint Code of Ethics regulatory

"14.1 | | Joint Code of Ethics of the Registrant (Incorporated by reference"

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FAQ

What is PennantPark Investment Corporation (PNNT) changing in this 10-K/A Amendment No. 2?

PennantPark Investment Corporation is updating its annual report to add separate financial statements for AKW Holdings Limited. AKW qualifies as a significant subsidiary, so audited and unaudited consolidated AKW financials are now filed as Exhibit 99.5 in compliance with Regulation S-X.

Why did AKW Holdings Limited trigger additional reporting for PNNT?

AKW Holdings Limited met the conditions of a “significant subsidiary” under Rule 1-02(w) of Regulation S-X. That status requires PennantPark to provide AKW’s separate audited and unaudited consolidated financial statements under Rule 3-09, which are now included as an exhibit to the amended annual report.

Does this PNNT amendment change any other disclosures in the original annual report?

The amendment is limited to adding AKW’s financial statements and new officer certifications. It does not modify or update other disclosures or forward-looking statements in the original annual report, which should still be read in their original historical context without revision for later events.

What new certifications are included in PennantPark’s 10-K/A Amendment No. 2?

The amendment includes new certifications by the Chief Executive Officer and Chief Financial Officer. Exhibits 31.1 and 31.2 cover Rule 13a-14 requirements, while Exhibits 32.1 and 32.2 address Section 906 of the Sarbanes-Oxley Act, reaffirming management’s responsibility for financial reporting.

What is PennantPark Investment Corporation’s market value and share count cited here?

The filing notes an approximate aggregate market value of $443.6 million for common stock held by non-affiliates as of March 31, 2025. It also states that 65,296,094 shares of common stock were outstanding as of July 1, 2026, providing context about PNNT’s equity base.

Who signed PennantPark Investment Corporation’s 10-K/A Amendment No. 2?

The amendment was signed on behalf of PennantPark Investment Corporation by Chief Executive Officer and Chairman Arthur H. Penn. It also bears signatures from Chief Financial Officer and Treasurer Richard T. Allorto, Jr. and the company’s directors, confirming board-level authorization for the amended report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM       TO      

COMMISSION FILE NUMBER: 814-00736

PENNANTPARK INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND		20-8250744
(State or other jurisdiction of incorporation or organization)		(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)

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		PNNT		The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

The aggregate market value of common stock held by non-affiliates of the Registrant on March 31, 2025 based on the closing price on that date of $7.03 on The New York Stock Exchange was approximately $443.6 million. For the purposes of calculating the aggregate market value of common stock held by non-affiliates, all directors and executive officers of the Registrant have been treated as affiliates. There were 65,296,094 shares of the Registrant’s common stock outstanding as of July 1, 2026 Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2026 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report.

EXPLANATORY NOTE

PennantPark Investment Corporation, a Maryland corporation, or together with its subsidiaries, where applicable, or the Company, which may also be referred to as “we,” “us” or “our,” is filing this Amendment No. 2, or this Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, or the Form 10-K, which was initially filed with the Securities and Exchange Commission, or the SEC, on November 24, 2025.

We are filing this Amendment to provide audited consolidated financial statements for our investment in an unconsolidated portfolio company, AKW Holdings Limited (“AKW”), as of December 31, 2025 and for the year ended December 31, 2025 and unaudited consolidated financial statements for our investment in AKW as of December 31, 2024 and for each of the years in the two-year period ended December 31, 2024 (as Exhibit 99.5).

We have determined that this unconsolidated portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to provide separate financial statements as exhibits to the Form 10-K. In accordance with Rule 3-09(b)(1), the separate audited and unaudited consolidated financial statements of AKW are being filed as an amendment to the Form 10-K.

This Amendment also includes the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.

Except as described above, no other changes have been made to the Form 10-K. This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, except as required to reflect the revisions discussed above. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report:

(1) Financial Statements—Refer to Item 8 starting on page 62 of the Registrant’s Annual Report on Form 10-K filed on November 24, 2025.

(2) Financial Statement Schedules—None.

(3) Exhibits

3.1		Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April 5, 2007).
3.2		Articles of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2024).
3.3		Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on May 11, 2020).
4.1		Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
4.2		Base Indenture, dated as of January 22, 2013, relating to the 6.25% Senior Notes due 2025, between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 99(d)(8) to the Registrant’s Post-Effective Amendment No.4 to the Registration Statement on Form N-2/A (File No.333-172524), filed on January 22, 2013).
4.3		Fourth Supplemental Indenture, dated as of April 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed April 22, 2021).
4.4		Form of 4.50% Notes due 2026 (included as part of Exhibit 4.3).
4.5		Fifth Supplemental Indenture, dated as of October 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed on October 21, 2021).
4.6		Form of 4.00% Notes due 2026 (included as part of Exhibit 4.5).
4.7		Description of Securities (Incorporated by reference to Exhibit 4.7 to the Registrant’s Form 10-K (File No. 814-00736), filed November 21, 2019).
10.1		Amended and Restated Administration Agreement, dated as of May 20, 2024, between the Registrant and PennantPark Investment Administration, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2024).
10.2		Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99(e) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
10.3		First Omnibus Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as of May 25, 2017, among the Registrant, the lenders party thereto and SunTrust Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2017).
10.4		Indemnification Agreement, dated as of November 15, 2016, between PennantPark Investment Corporation and each of the directors and officers listed on Schedule A attached thereto (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 21, 2016).
10.5		Fourth Amended and Restated Investment Advisory Management Agreement, dated as of May 20, 2024, between the Registrant and PennantPark Investment Advisers, LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).

10.6		Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 4, 2019, by and among PennantPark Investment Corporation, as borrower, the lenders party thereto, SunTrust Bank, as administrative agent and collateral agent, and solely with respect to Section 4.9, PNNT CI (GALLS) Prime Investment Holdings, LLC, PNNT Investment Holdings, LLC, PNNT New Gulf Resources, LLC, PNNT ecoserve, LLC and PNNT Cascade Environmental Holdings, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on September 4, 2019).
10.7		Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of July 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD) and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on August 4, 2020).
10.8		First Amendment to the Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of October 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Pantheon Credit Opportunities II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Tubera Credit 2020 and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on November 19, 2020).
10.9		Second Amendment to the Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of October 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Pantheon Credit Opportunities II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Tubera Credit 2020 and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on September 4, 2024).
10.10		Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as of July 29, 2022, among the Registrant, the lenders party thereto and Truist Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q (File No. 814-00736), filed on August 3, 2022).
10.11		Equity Distribution Agreement, dated as of June 4, 2024, by and among PennantPark Investment Corporation, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC and Truist Securities, Inc., as the sales agent (Incorporated by reference to Ex. 1.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on June 4, 2024).
10.12		Equity Distribution Agreement, dated as of June 4, 2024 by and among PennantPark Investment Corporation, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC and Keefe, Bruyette & Woods, Inc., as the sales agent (Incorporated by reference to Ex. 1.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on June 4, 2024).
10.13		Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 25, 2024, by and among PennantPark Investment Corporation and Truist Bank, as administrative agent. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10- Q (File No. 814-00736), filed on August 7, 2024).
10.14		Notice of Commitment Increase Request, dated as of February 7, 2025, from PennantPark Investment Corporation to Truist Bank, as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, (File No. 814-00736), filed on February 10, 2025).
14.1		Joint Code of Ethics of the Registrant (Incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).
19.1		Insider Trading Policy (included in the Joint Code of Ethics of the Registrant) (Incorporated by reference to Exhibit 14.1 to this Annual Report on Form 10-K).
21.1		Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).
23.1		Consent of RSM US LLP (Incorporated by reference to Exhibit 23.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1*		Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
97.1		Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on December 8, 2023).
99.1		Privacy Policy of the Registrant (Incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on December 8, 2023).
99.2		Report of RSM US LLP on Senior Securities Table (Incorporated by reference to Exhibit 99.2 to the Registrant’s Annual Report on Form 10-K (File No. 814- 00736) filed on November 24, 2025).
99.3		Audited Consolidated Financial Statement of PennantPark Senior Loan Fund LLC for the Year Ended September 30, 2025 and 2024 (Incorporated by reference to Exhibit 99.3 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).

99.4		Audited Consolidated Financial Statement of PennantPark Senior Loan Fund LLC for the Year Ended September 30, 2024 and 2023 (Incorporated by reference to Exhibit 99.4 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 24, 2025).
99.5*		Audited Consolidated Financial Statements of AKW Holdings Limited as of December 31, 2025 and for the year ended December 31, 2025 and Unaudited Consolidated Financial Statements for AKW Holdings Limited as of December 31, 2024 and for each of the years in the two-year period ended December 31, 2024.
101.INS*		Inline XBRL Instance Document
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101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2026.

By:		/s/ ARTHUR H. PENN
Name:		Arthur H. Penn
Title:		Chief Executive Officer and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ ARTHUR H. PENN		Chief Executive Officer and Chairman of the Board of Directors		July 1, 2026
Arthur H. Penn		(Principal Executive Officer)
/s/ RICHARD T. ALLORTO, JR.		Chief Financial Officer and Treasurer		July 1, 2026
Richard T. Allorto, Jr.		(Principal Financial and Accounting Officer)
/s/ ADAM K. BERNSTEIN		Director		July 1, 2026
Adam K. Bernstein
/s/ JEFFREY FLUG		Director		July 1, 2026
Jeffrey Flug
/s/ MARSHALL BROZOST		Director		July 1, 2026
Marshall Brozost
/s/ SAMUEL L. KATZ		Director		July 1, 2026
Samuel L. Katz
/s/ JOSÉ A. BRIONES, JR		Director		July 1, 2026
José A. Briones, Jr.