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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: September 1, 2026
(Date of earliest event reported)
PennantPark Investment Corporation
(Exact name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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(Address of principal executive offices) |
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(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share |
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PNNT |
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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 or Rule
12b-2
of the Securities Exchange Act of 1934.
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 September 1, 2026, PennantPark Investment Corporation (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $
62,000,000 in aggregate principal amount of 8.00% Senior Unsecured Notes due September 1, 2031 (the “2031 Notes”) and (ii) $2,000,000 in aggregate principal amount of 7.25% Senior Unsecured Notes due September 30, 2029 (the “2029
Notes-2”
and, together with the 2031 Notes, the “Notes”), to qualified institutional investors (the “Investors”) in a private placement (the “Private Placement”).
Interest on the 2031 Notes will be due semi-annually on the 1st day of March and September each year, beginning on March 1, 2027. Interest on the 2029
Notes-2
will be due semi-annually on the 30th day of March and September each year, beginning on March 30, 2027. The Company may redeem the Notes, in whole or in part, at any time at its option, as follows: (i) the 2031 Notes may be redeemed prior to September 1, 2028 at 100% of the principal amount redeemed plus a customary make-whole premium plus accrued and unpaid interest to the redemption date, and on or after September 1, 2028, at a fixed redemption price of 101% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date; and (ii) the 2029
Notes-2
may be redeemed at any time at 100% of the principal amount redeemed plus a customary make-whole premium plus accrued and unpaid interest to the redemption date. In addition, if certain change of control events occur, the Company is obligated to offer to prepay the Notes at 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the prepayment date, without any make-whole or other prepayment premium. The Notes are general unsecured obligations of the Company that rank
with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, and a minimum asset coverage ratio of 1.50 to 1.00.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain judgments and orders and certain events of bankruptcy.
In connection with the Private Placement, the Company entered into (i) a Registration Rights Agreement, dated as of September 1, 2026 (the “2031 Notes Registration Rights Agreement”), with certain of the Investors, and (ii) a Registration Rights Agreement, dated as of September 1, 2026 (the “2029
Notes-2
Registration Rights Agreement” and, together with the 2031 Notes Registration Rights Agreement, the “Registration Rights Agreements”), with certain of the Investors. Pursuant to the Registration Rights Agreements, the Company is obligated to file with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the Notes, in each case, for a new issue of applicable debt securities registered under the Securities Act of 1933, as amended (the “Securities Act”), with terms substantially identical to those of the Notes, in each case, (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. If the Company is not able to effect the exchange offer, the Company will be obligated to file a registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by the dates specified in the Registration Rights Agreements, the interest rate on the affected Notes will increase by 0.25% per annum for the first 90 days following such failure and by an additional 0.25% per annum thereafter, up to a maximum of 0.50% per annum of additional interest, until the failure is cured.
The descriptions above are only summaries of the material provisions of the Note Purchase Agreement and each of the Registration Rights Agreements, respectively, and are qualified in their entirety by reference to the copies of the Note Purchase Agreement and the Registration Rights Agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this current report on Form
8-K
and are, in each case, incorporated herein by reference thereto.
Item 2.03 - Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit Number |
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| 10.1 |
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Note Purchase Agreement, dated September 1, 2026, by and among PennantPark Investment Corporation and the purchasers party thereto. |
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| 10.2 |
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Registration Rights Agreement, dated September 1, 2026, by and among PennantPark Investment Corporation and the purchasers party thereto, relating to the 2031 Notes. |
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| 10.3 |
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Registration Rights Agreement, dated September 1, 2026, by and among PennantPark Investment Corporation and the purchasers party thereto, relating to the 2029 Notes-2. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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PennantPark Investment Corporation |
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| Dated: September 1, 2026 |
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/s/ Richard T. Allorto, Jr. |
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Richard T. Allorto, Jr. |
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Chief Financial Officer & Treasurer |
