8-K
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 | |||||