ArrowMark Financial Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported)
January 28, 2026 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 22, 2026, ArrowMark Financial Corp. (NASDAQ: BANX) (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, ArrowMark Asset Management, LLC and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on January 22, 2026 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 2,604,156 shares of common stock, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer.
The Offer is being made pursuant a prospectus supplement, dated January 22, 2026, and the accompanying prospectus, dated February 18, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-281004) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated January 22, 2026, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated January 22, 2026, with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.
| Item 8.01. | Other Events |
On January 22, 2026, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Troutman Pepper Locke LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Dealer Manager Agreement, dated January 22, 2026 | |
| 5.1 | Opinion of Troutman Pepper Locke LLP | |
| 10.1 | Subscription Agent Agreement, dated January 22, 2026 | |
| 10.2 | Information Agent Agreement, dated January 22, 2026 | |
| 23.1 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) | |
| 99.1 | Form of Notice of Guaranteed Delivery for Rights Offering | |
| 99.2 | Form of Subscription Certificate for Rights Offering | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| ArrowMark Financial Corp. | ||||||
| Date: January 28, 2026 | By: | /s/ Patrick J. Farrell | ||||
| Name: | Patrick J. Farrell | |||||
| Title: | Chief Financial Officer | |||||