PennantPark Floating Rate Capital Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

On February 24, 2026 (“”), PennantPark CLO VIII, LLC (the “”), a wholly-owned and consolidated subsidiary of PennantPark Floating Rate Capital Ltd. (the “”), closed the refinancing and upsize of a four-year reinvestment period, twelve-year final maturity $356.5 million debt securitization in the form of a collateralized loan obligation (the “”).

The CLO Reset Transaction was executed through: (A) the issuance by the Issuer of the following classes of notes pursuant that certain indenture, dated February 22, 2024 (the “”), by and between the Issuer and Wilmington Trust, National Association, as amended by the supplemental indenture, dated February 24, 2026, the “”): (i) $123 million of Notes, which bear interest at the three-month secured overnight financing rate (“”) plus 1.43%, (ii) $14 million of Notes, which bear interest at three-month SOFR plus 1.60%, (iii) $26.25 million of Notes, which bear interest at three-month SOFR plus 1.75%,(iv) $24.5 million of Notes, which bear interest at three-month SOFR plus 2.15% and (v) $19.25 million of Notes, which bear interest at three-month SOFR plus 3.20% (collectively, the “”), (B) the issuance by the Issuer of $5.9 million of subordinated notes pursuant to the Indenture (the “” and, collectively with the $63.55 million in aggregate principal amount of Subordinated Notes issued on the Original Closing Date and the Secured Notes, the “”) and (C) the borrowing by the Issuer of $80.0 million of Loans, which bear interest at three-month SOFR plus 1.43% (the “” and, together with the Replacement Notes, the “”), pursuant to a credit agreement, dated as of the Closing Date (the “”), by and between the Issuer, the various financial institutions and other persons party thereto, as lenders and Wilmington Trust, National Association, as loan agent and as trustee.

The Replacement Debt matures in April 2038. The Replacement Debt was 100% funded at closing. The obligations of the Issuer under the Replacement Debt are to the Company. The Company will retain the Subordinated Notes through a consolidated subsidiary.

The Replacement Notes offered as part of the term CLO Reset Transaction have not been and will not be registered under the Securities Act of 1933, as amended (the “”), or any state “blue sky” laws, and may not be offered or sold in the United States absent registration under Section 5 of the Securities Act or an applicable exemption from such registration requirements

As part of the CLO Reset Transaction, on the Closing Date, the Company and the Issuer also amended and restated the master loan sale agreement, originally dated as of the February 22, 2024 (as amended, the “

Amended and Restated Master Loan Sale Agreement

”), by and between the Company and the Issuer, which provided for the sale and contribution of approximately $265 million par amount of middle market loans from the Company to the Issuer on the Original Closing Date and for future sales and contributions, as applicable, from the Company to the Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the Replacement Debt (other than the Subordinated Notes). The Company made customary representations, warranties, and covenants to the Issuer pursuant to the Amended and Restated Master Loan Sale Agreement.