PennantPark flags issues in JF Holdings financials

Rhea-AI Filing Summary

PennantPark Investment Corporation filed an amended report to update prior disclosure about financial statements of its unconsolidated portfolio company, JF Holdings Corp. BDO USA, P.C., JF Holdings’ auditor, advised that JF Holdings’ audited financial statements for certain periods used accounting principles that do not comply with U.S. GAAP for SEC-registered companies, including an election to amortize goodwill, and should not be relied on.

The company states this issue does not affect PennantPark’s own audited consolidated financial statements for the year ended September 30, 2024 or its unaudited financial statements for the quarters ended December 31, 2024, March 31, 2025 and June 30, 2025, which management believes remain reliable. JF Holdings and BDO also determined that BDO was not independent under PCAOB standards for the periods covered, and PennantPark is working with them on amending the impacted JF Holdings statements or seeking SEC relief.

Positive

• None.

Negative

• JF Holdings portfolio company financials unreliable: BDO advised that previously filed audited financial statements for JF Holdings, provided under Rule 3-09, used non-compliant accounting principles, including amortizing goodwill, and should not be relied on.
• Auditor independence issue at portfolio company: JF Holdings and BDO determined that BDO was not independent under PCAOB standards during the periods covered by the impacted financial statements, necessitating amendments or possible SEC relief.

Insights

Credit and accounting risk analyst

Portfolio company statements need correction, but PennantPark’s own filings are affirmed as reliable.

PennantPark Investment Corporation discloses that audited financial statements for its unconsolidated portfolio company JF Holdings Corp., filed under Rule 3-09, used accounting principles that do not meet U.S. GAAP for SEC filers, including amortizing goodwill. BDO advised that these portfolio company statements should not be relied upon.

The company emphasizes that its own audited consolidated financials for the year ended September 30, 2024 and unaudited financials for the quarters ended December 31, 2024, March 31, 2025 and June 30, 2025 are unaffected and may still be relied on. This distinction is important because it limits the issue to investee-level reporting rather than PennantPark’s overall results.

JF Holdings and BDO also concluded that BDO was not independent under PCAOB standards for the affected periods, requiring further remediation. PennantPark is exploring amendments to the JF Holdings statements to meet Rule 3-09 and PCAOB requirements, and may seek SEC relief regarding amending those portfolio company statements.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

What did PennantPark Investment Corporation (PNNT) announce in this 8-K/A?

PennantPark Investment Corporation announced that audited financial statements for its unconsolidated portfolio company JF Holdings Corp., filed under Rule 3-09, used accounting principles that do not comply with U.S. GAAP for SEC filers and should not be relied upon, based on advice from BDO USA, P.C.

Do the JF Holdings issues affect PennantPark Investment Corporation’s own financial statements?

PennantPark states that the issues with JF Holdings’ financial statements do not affect its own audited consolidated financial statements for the year ended September 30, 2024, or its unaudited financial statements for the quarters ended December 31, 2024, March 31, 2025 and June 30, 2025, which management believes remain reliable.

Why are JF Holdings’ audited financial statements considered unreliable?

BDO advised that JF Holdings’ audited financial statements reflected accounting principles that do not satisfy generally accepted accounting principles for SEC-registered companies, including an election to amortize goodwill. As a result, BDO recommended that appropriate action be taken to prevent further reliance on those impacted financial statements.

What auditor independence issue was identified for JF Holdings in relation to PennantPark (PNNT)?

JF Holdings concluded, after discussions with PennantPark and BDO, that BDO was not independent under PCAOB standards for the periods covered by the impacted financial statements because BDO performed work on JF Holdings’ income tax provision while also issuing audit reports for those same periods.

How is PennantPark Investment Corporation responding to the JF Holdings financial statement issues?

PennantPark is working with JF Holdings and BDO to explore amending the impacted JF Holdings financial statements so they comply with Rule 3-09 and PCAOB standards, and it is also considering other approaches, including potentially seeking relief from the SEC regarding amending those portfolio company statements.

Which periods of JF Holdings’ financial statements are described as impacted in the PennantPark 8-K/A?

The impacted JF Holdings financial statements include audited statements for the years ended December 31, 2024 and 2023, and separate audited statements for the years ended December 31, 2023 and 2022, which were filed as Exhibits 99.3 and 99.2 to an amendment to PennantPark’s Form 10-K.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 10/10/2025 - 04:05 PM Learn about SEC filing dates

true000138341400013834142025-10-102025-10-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2025

PENNANTPARK INVESTMENT CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Maryland			814-00736	20-8250744
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS 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

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		PNNT		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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Form 8-K/A”) amends the Current Report on Form 8-K of PennantPark Investment Corporation (the “Company”) originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 6, 2025 (the “Initial 8-K”). The sole purpose for filing this Form 8-K/A is to update certain information contained in Item 8.01 of the Initial 8-K, as described below.
 

Item 8.01 Other Events.

On May 2, 2025, Pennant Park Investment Corporation (the “Company”) filed an amendment to its Annual Report on Form 10-K for the year ended September 30, 2024 to provide audited financial statements for JF Holdings Corp. (“JF Holdings”), an unconsolidated portfolio company of the Company, for the years ended December 31, 2024 and 2023 (as Exhibit 99.3), and audited financial statements for JF Holdings for the years ended December 31, 2023 and 2022 (as Exhibit 99.2) (collectively, the “Impacted Financial Statements”). The Company filed the Impacted Financial Statements for JF Holdings pursuant to Rule 3-09 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.

By letter dated May 15, 2025, BDO USA, P.C. (“BDO”), JF Holdings’ independent registered public accounting firm, advised the Chief Financial Officer of the Company that the Impacted Financial Statements reflect the application of accounting principles that do not satisfy generally accepted accounting principles applicable to SEC-registered companies, including the requirements of Rule 3-09, namely the election to amortize goodwill, and should not be relied on.

As a result, BDO advised that appropriate action should be taken to prevent further reliance on the Impacted Financial Statements. Following due inquiry and discussion with BDO, the Company is making disclosure herewith to prevent such reliance.

The Impacted Financial Statements do not impact the Company’s previously issued audited financial statements, for the fiscal year ended September 30, 2024, or the opinion issued by RSM US LLP, the Company’s registered public accounting firm, thereon or the unaudited financial statements for the fiscal quarters ended December 31, 2024, March 31, 2025 and June 30, 2025. Management believes that the Company’s audited consolidated financial statements contained in the Company’s previously filed Form 10-K for the fiscal year ended September 30, 2024 and its unaudited financial statements contained in its previously filed Form 10-Qs for the fiscal quarters ended December 31, 2024, March 31, 2025 and June 30, 2025 may continue to be relied on, including with respect to the disclosures relating to JF Holdings and its subsidiaries contained therein.

In addition, based on discussion among the Company, JF Holdings and BDO subsequent to June 6, 2025, JF Holdings concluded that, because BDO performed work on JF Holdings’ income tax provision during the periods covered by the Impacted Financial Statements, BDO was not independent of JF Holdings during the applicable periods under Public Company Accounting Oversight Board (“PCAOB”) standards at the time that it issued its audit reports included in the Impacted Financial Statements.

The Company is exploring with JF Holdings and BDO an amendment to the Impacted Financial Statements to comply with the requirements of Rule 3-09 and the PCAOB Standards, and is also exploring other approaches, including seeking relief from the SEC with respect to amending the Impacted Financial Statements.

SIGNATURES

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

			PennantPark Investment Corporation
Date:	October 10, 2025	By:	/s/ Richard T. Allorto, Jr.
			Richard T. Allorto, Jr. Chief Financial Officer & Treasurer