PFLT 10-K & 10-Q changes, risk factors and insider trading
PennantPark Floating Rate Capital Ltd. (also PFLA) · NYSE · CIK 1504619 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have identified material weaknesses in our internal controls over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and results of operations accurately and on a timely basis could be adversely affected.”
New heading “Changes to U.S tariff and import/export regulations may have a negative effect on our portfolio companies”
New heading “We are subject to risks related to artificial intelligence”
Removed heading “We may not receive cash distributions in respect of our indirect ownership interests in the 2036 Securitization Issuer or the 2036-R Securitization Issuers.”
Largest changes
“We have identified material weaknesses in our internal controls over financial reporting, and management has determined that, as of September 30, 2025, we do not maintain effective internal control over financial reporting. These material weaknesses and our remediation efforts are described in Management’s Report on Internal Control Over Financial Reporting, which appears on page 62 of this Form 10-K. We cannot assure you that we will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future. …”see in full comparison
“We have identified material weaknesses in our internal controls over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and results of operations accurately and on a timely basis could be adversely affected.”see in full comparison
“Changes to U.S tariff and import/export regulations may have a negative effect on our portfolio companies”see in full comparison
“Our business relies on secure information technology systems. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). …”see in full comparison
“Our internal computer systems and infrastructure and those of our Investment Adviser, strategic collaborators, vendors, contractors, consultants or regulators with whom we share confidential, protected or sensitive data or information, or upon which our business relies, are vulnerable to damage from computer viruses, unauthorized access, misuse, natural disasters, terrorism, cybersecurity threats, war and telecommunication and electrical failures, as well as security compromises or breaches, which may compromise our systems, infrastructure, data or that of those with whom we share such data …”see in full comparison
“Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, "AI"), and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve. …”see in full comparison
Full comparison: every changed paragraph (36)
We are subject to various covenants under Funding I’s Credit Facility which, if not complied with, could result in reduced availability and/or mandatory prepayments under Funding I’s Credit Facility, our 2026 Notes, our 20312036-R Asset-Backed Debt, 2036-Rour 2036 Asset-Backed Debt, and our 20362037 Asset-Backed Debt.
In addition to the asset coverage ratio requirements, the Credit Facility contains various covenants applicable to Funding I, which restricts our ability to borrow funds, and, the indenture governing our 2026 Notes, the indenturesindenture governing our 2031 Asset-Backed Debt, 2036-R Asset-Backed Debt, the indenture governing our 2036 Asset-Backed Debt, and the indenture governing our 2037 Asset-Backed Debt contain various covenants which, if not complied with, could accelerate repayment of the 2026 Notes, the 20312036-R Asset-Backed Debt, the 2036-R2036 Asset-Backed Debt, and the 20362037 Asset-Backed Debt, respectively. For example, the Credit Facility’s income coverage covenant, or test, requires us to maintain a ratio whereby the aggregate amount of interest received on the portfolio loans must equal at least 125% of the interest payable in respect to the Lenders and other parties. Failure to satisfy the various covenants under the Credit Facility could accelerate repayment under the Credit Facility or otherwise prevent us from receiving distributions under the payment waterfall. This could materially and adversely affect our liquidity, financial condition and results of operations. Funding I’s borrowings under the Credit Facility are collateralized by the assets in Funding I’s investment portfolio. The agreements governing the Credit Facility require Funding I to comply with certain financial and operational covenants. These covenants include:
Our continued compliance with these covenants depends on many factors, some of which are beyond our control. A material decrease in our NAV in connection with additional borrowings could result in an inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of stockholders’ equity in Funding I or to result in the ability of the trustee and our note holders to accelerate amounts due under the indenture governing our 2026 Notes or the indenture governing our 20312036-R Asset-Backed Debt, 2036-R2036 Asset-Backed DebtDebt, or 20362037 Asset-Backed Debt. This could have a material adverse effect on our operations, as it would reduce availability under the Credit Facility and could trigger mandatory prepayment obligations under the terms of the Credit Facility.
We make long-term loans and debt investments, which may involve a high degree of repayment risk. Our investments with a deferred interest feature, such as OID income and PIK interest, could represent a higher credit risk than investments that must pay interest in full in cash on a regular basis. We invest in companies that may have limited financial resources, typically are highly leveraged and may be unable to obtain financing from traditional sources. Accordingly, a general economic downturn or severe tightening in the credit markets could materially impact the ability of our borrowers to repay their loans, which could significantly damage our business. Numerous other factors may affect a borrower’s ability to repay its loan, including the failure to meet its business plan or a downturn in its industry. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans or foreclosure on the secured assets. This could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the loans or debt securities that we hold. In addition, our portfolio companies may have, or may be permitted to incur, other debt that ranks senior to or equally with our securities. This means that payments on such senior-ranking securities may have to be made before we receive any payments on our subordinated loans or debt securities. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in any related collateral and may adversely affect our financial condition and results of operations.
This could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the loans or debt securities that we hold. In addition, our portfolio companies may have, or may be permitted to incur, other debt that ranks senior to or equally with our securities. This means that payments on such senior-ranking securities may have to be made before we receive any payments on our subordinated loans or debt securities. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in any related collateral and may adversely affect our financial condition and results of operations.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or the subsequent testing by our independent registered public accounting firm (when undertaken, as noted below), may reveal deficiencies in our internal controls over financial reporting that are deemed to be significant deficiencies, material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. We have identified material weaknesses in our internal controls over financial reporting in the past and may identify other material weaknesses or significant deficiencies in the future. Inferior internal controls could also cause investors and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
We have identified material weaknesses in our internal controls over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and results of operations accurately and on a timely basis could be adversely affected.
We have identified material weaknesses in our internal controls over financial reporting, and management has determined that, as of September 30, 2025, we do not maintain effective internal control over financial reporting. These material weaknesses and our remediation efforts are described in Management’s Report on Internal Control Over Financial Reporting, which appears on page 62 of this Form 10-K. We cannot assure you that we will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses, or could result in material misstatements in our financial statements. These misstatements could result in restatements of our financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information.
We are in the process of remediating the identified material weaknesses in our internal controls, but we are unable at this time to estimate when the remediation effort will be completed. If we fail to remediate these material weaknesses, there will continue to be an increased risk that our future financial statements could contain errors that will be undetected. Further and continued determinations that there are material weaknesses in the effectiveness of our internal controls could impact the operations of our business including our ability to obtain financing, the cost of any financing we obtain or require additional expenditures of resources to comply with applicable requirements.
Our current debt is governed by the terms of the Credit Facility, the indenture governing our 2026 Notes, the indenture governing the 20312036-R Asset-Backed Debt, the indenture governing the 2036-R2036 Asset-Backed Debt, and the indenture governing the 20362037 Asset-Backed Debt, and future debt may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing debt. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may also carry leverage related risks. Leverage magnifies the potential risks for loss and the risks of investing in us, both as detailed below.
We have indebtedness outstanding pursuant to the Credit Facility, 2026 Notes, the 20312036-R Asset-Backed Debt, the 2036-R2036 Asset-Backed Debt, and the 20362037 Asset-Backed DebtDebt, and expect in the future to borrow additional amounts under the Credit Facility or otherwise, subject to market availability, and, may increase the size of the Credit Facility. We cannot assure you that our leverage will remain at current levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in Funding I’s assets in connection with the Credit Facility borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Any future debt issuance will increase our leverage and may be subordinate to the Credit Facility. In addition, borrowings or debt issuances, also known as leverage, magnify the potential for loss or gain on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then the use of leverage would cause the NAV attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As of September 30, 2024,2025, we had outstanding borrowings of $443.9$683.9 million under the Credit Facility, zero outstanding under our 2023 Notes, $185.0 million outstanding under our 2026 Notes, $266.0 million outstanding under the 2036-R Asset-Backed Debt, and $287.0 million outstanding under the 2036 Asset-Backed Debt, and $361.0 million outstanding under the 2037 Asset-Backed Debt. Our consolidated debt outstanding was $1,181.9$1,782.9 million and had a weighted average annual interest rate at the time of 7.0%,6.1%, exclusive of the fees on the undrawn commitment on the Credit Facility. This example is for illustrative purposes only, and actual interest rates on the Credit Facility or any future borrowings are likely to fluctuate. The costs associated with our borrowings, including any increase in the management fee or incentive fee payable to our Investment Adviser, are and will be borne by our stockholders.
As a result of any issuance of debt securities and borrowings under the Credit Facility, the 2026 Notes, the 2036-R Asset-Backed DebtDebt, the 2036 Asset-Backed Debt, and the 20362037 Asset-Backed Debt, we would be exposed to typical risks associated with leverage, including an increased risk of loss and an increase in expenses, which are ultimately borne by our common stockholders. Payment of interest on such debt securities must take preference over any other distributions or other payments to our common stockholders. If we issue additional debt securities in the future, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. In addition, such securities may be rated by rating agencies, and in obtaining a rating for such securities, we may be required to abide by operating and investment guidelines that could further restrict our operating flexibility. Furthermore, any cash that we use to service our indebtedness would not be available for the payment of distributions to our common stockholders.
Our business relies on secure information technology systems. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Investment Adviser and third-party service providers. We, along with our Investment Adviser, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
The 2026 Notes are obligations exclusively of PennantPark Floating Rate Capital Ltd. and not of any of our subsidiaries. None of our subsidiaries is or acts as a guarantor of the 2026 Notes, and the 2026 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Our secured indebtedness with respect to the Credit Facility is held through Funding I, and our secured indebtedness with respect to the 2036 Asset-Backed Debt andDebt, 2036-R Asset-Backed Debt,Debt and 2037 Asset-Backed Debt (collectively, the "Asset-Backed Debt") is held through the 2036 Securitization IssuerIssuer, the 2036-R Securitization Issuers and the 2036-R2037 Securitization Issuers, respectively. The assets of any such subsidiaries are not directly available to satisfy the claims of our creditors, including holders of the 2026 Notes.
We are subject to certain risks as a result of our interests in connection with the 2036-R Securitization, the 2036 Securitization and the 20362037 Securitization and our equity interests in the 2036-R Securitization Issuers andIssuers, the 2036 Securitization Issuer and the 2037 Securitization Issuer.
As a result of the 2037 Securitization, we hold, indirectly through the 2037 Financing Subsidiary, 100% of the equity interests in the 2037 Securitization Issuer. As a result, we consolidate the financial statements of the 2037 Financing Subsidiary and the 2037 Securitization Issuer, as well as our other subsidiaries, in our consolidated financial statements. Because each of the 2037 Financing Subsidiary and the 2037 Securitization Issuer is disregarded as an entity separate from its owners for U.S. federal income tax purposes, the sale or contribution by us to the 2037 Financing Subsidiary, did not constitute a taxable event for U.S. federal income tax purposes. If the IRS were to take a contrary position, there could be a material adverse effect on our business, financial condition, results of operations or cash flows.
An event of default in connection with the 2036-R Securitization or the 2036 Securitization or the 2037 Securitization could give rise to a cross-default under our other material indebtedness.
The documents governing our other material indebtedness contain customary cross-default provisions that could be triggered if an event of default occurs in connection with the 2036-R Securitization, the 2036 Securitization or the 20362037 Securitization. An event of default with respect to our other indebtedness could lead to the acceleration of such indebtedness and the exercise of other remedies as provided in the documents governing such other indebtedness. This could have a material adverse effect on our business, financial condition, results of operations and cash flows and may result in our inability to make distributions sufficient to maintain our ability to be subject to tax as a RIC.RIC.We may not receive cash distributions in respect of our indirect ownership interests in the 2036 Securitization Issuer, 2036-R Securitization Issuers or the 2037 Securitization Issuer .
We may not receive cash distributions in respect of our indirect ownership interests in the 2036 Securitization Issuer or the 2036-R Securitization Issuers.
Apart from fees payable to us in connection with our role as servicer of the Securitization Loans and the reimbursement of related amounts under the documents governing the 2036 Securitization, 2036-R Securitization and the 2036-R2037 Securitization,Securitization we receive cash in connection with the 2036 Securitization, 2036-R Securitization and the 20362037 Securitization only to the extent that the Depositor receives payments in respect of its equity interests in the Securitization Issuers. The respective holders of the equity interests in the 2036 Securitization IssuerIssuer, 2036-R Securitization Issuers and the 2036-R2037 Securitization Issuers are the residual claimants on distributions, if any, made by the 2036 Securitization Issuer or theIssuer, 2036-R Securitization Issuers,Issuers and the 2037 Securitization Issuers as applicable, after the holders of the 2036 Asset-Backed Debt (the “2036 Securitization Debtholders”), and the holders of the 2036-R Asset-Backed Debt (the “2036-R Securitization Debtholders”), and the holders of the 2037 Asset-Backed Debt as applicable, and other claimants have been paid in full on each payment date or upon maturity of the 2036 Asset-Backed Debt orDebt, 2036-R Asset-Backed Debt,Debt and 2037 Asset-Backed Debt as applicable, subject to the priority of payments under the documents governing the 2036 Securitization, the 2036-R Securitization and the 2036-R2037 Securitization,Securitization as applicable. To the extent that the value of the 2036 Securitization Issuer’s, 2036-R Securitization Issuer’s and the 2036-R2037 Securitization Issuer’s portfolio of loans is reduced as a result of conditions in the credit markets (relevant in the event of a liquidation event), other macroeconomic factors, distressed or defaulted loans or the failure of individual portfolio companies to otherwise meet their obligations in respect of the loans, or for any other reason, the ability of the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers and the 2037 Securitization Issuers to make cash distributions in respect of the 2036 Financing Subsidiary’s orSubsidiary’s, the R-Depositor's equity interests,interests or the 2037 Financing Subsidiary's as applicable, would be negatively affected and consequently, the value of the equity interests in the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers,Issuers or the 2037 Securitization Issuer as applicable, would also be reduced. In the event that we fail to receive cash indirectly from the 2036 Securitization IssuerIssuer, the 2036-R Securitization Issuers or the 2036-R2037 Securitization Issuers, we could be unable to make distributions, if at all, in amounts sufficient to maintain our ability to be subject to tax as a RIC.
The interests of the 2036 Securitization Debtholders, the 2036-R Securitization Debtholders and the 2036-R2037 Securitization Debtholders may not be aligned with our interests.
The 2036 Asset-Backed Debt, the 2036-R Asset-Backed Debt and the 2036-R2037 Asset-Backed Debt constitute debt obligations ranking senior in right of payment to the rights of the holders of the equity interests in the 2036 Securitization IssuerIssuer, the 2036-R Securitization Issuers and the 2036-R2037 Securitization Issuers, as residual claimants in respect of distributions, if any, made by the 2036 Securitization Issuer andIssuer, the 2036-R Securitization Issuers.Issuers and the 2037 Securitization Issuer. As such, there are circumstances in which the interests of the 2036 Securitization Debtholders andDebtholders, the 2036-R Securitization Debtholders and the 2037 Securitization Debt holders may not be aligned with the interests of holders of the equity interests in the 2036 Securitization Issuer or the 2036-R Securitization Issuers,Issuers or the 2037 Securitization Issuers as applicable. For example, under the terms of the documents governing the 2036 Securitization and theSecuritization, 2036-R Securitization, 2037 Securitization, the 2036 Securitization Debtholders, the 2036-R Securitization Debtholders and the 2036-R2037 Securitization Debtholders, as applicable, have the right to receive payments of principal and interest prior to holders of the equity interests.
For as long as the 2036 Asset-Backed Debt, the 2036-R Asset-Backed Debt or the 2036-R2037 Asset-BackedAsset Backed Debt remain outstanding, the respective 2036 Securitization Debtholders andDebtholders, 2036-R Securitization Debtholders,Debtholders and 2037 Securitization Debtholders as applicable, have the right to act in certain circumstances with respect to the applicable securitization loans in ways that may benefit their interests but not the interests of the respective holders of the equity interests in the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers,Issuers or 2037 Securitization Issuers as applicable, including by exercising remedies under the documents governing the 2036 Securitization orSecuritization, the 2036-R Securitization or 2037 Securitization.
If an event of default occurs, the 2036 Securitization Debtholders orDebtholders, the 2036-R Securitization Debtholders,Debtholders or the 2037 Securitization Debtholders as applicable, will be entitled to determine the remedies to be exercised, subject to the terms of the documents governing the 2036 Securitization, the 2036-R Securitization and the 2036-R2037 Securitization,Securitization as applicable. For example, upon the occurrence of an event of default with respect to the 2036 Asset-Backed Debt orDebt, the 2036-R Asset-Backed Debt,Debt or the 2037 Asset-Backed Debt as applicable, the applicable trustee may and will at the direction of the holders of a majority of the applicable 2036 Asset-Backed Debt orDebt, the 2036-R Asset-Backed Debt,Debt or 2037 Asset-Backed Debt as applicable, declare the principal, together with any accrued interest, of the debt to be immediately due and payable. This would have the effect of accelerating the principal on such debt, triggering a repayment obligation on the part of the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers,Issuers or 2037 Securitization Issuer as applicable. The 2036 Asset-Backed Debt, the 2036-R Asset-Backed Debt or the 2036-R2037 Asset-Backed Debt then outstanding will be paid in full before any further payment or distribution on the equity interest is made. There can be no assurance that there will be sufficient funds through collections on the applicable securitization loans or through the proceeds of the sale of the applicable securitization loans in the event of a bankruptcy or insolvency to repay in full the obligations under the 2036 Asset-Backed Debt orDebt, the 2036-R Asset-Backed Debt,Debt or the 2037 Asset-Backed Debt or to make any distribution to holders of the equity interests in the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers.Issuers or the 2037 Securitization Issuer.
Remedies pursued by the 2036 Securitization Debtholders, the 2036-R Securitization Debtholders or the 2036-R2037 Securitization Debtholders could be adverse to our interests as the indirect holder of the equity interests in the 2036 Securitization IssuerIssuer, the 2036-R Securitization Issuers and the 2036-R2037 Securitization Issuers, as applicable. The 2036 Securitization Debtholders, the 2036-R Securitization Debtholders and the 2036-R2037 Securitization Debtholders have no obligation to consider any possible adverse effect on such other interests. Thus, there can be no assurance that any remedies pursued by the 2036 Securitization Debtholders, the 2036-R Securitization Debtholders or the 2036-R Securitization Debtholders will be consistent with our best interests, or that we will receive, indirectly through the 2036 Financing SubsidiarySubsidiary, the R-Depositor or the R-Depositor,2037 Financing Subsidiary any payments or distributions upon an acceleration of the 2036 Asset-Backed Debt, the 2036-R Asset-Backed Debt or the 2036-R2037 Asset-Backed Debt, as applicable. Any failure of the 2036 Securitization Issuer or 2037 Securitization Issuer to make distributions in respect of the equity interests that we indirectly hold, whether as a result of an event of default and the acceleration of payments on the 2036 Asset-Backed Debt, the 2036-R Asset-Backed Debt or the 2036-R2037 Asset-BackedAsset Backed Debt, as applicable, or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows and may result in our inability to make distributions sufficient to maintain our ability to be subject to tax as a RIC.
We have certain repurchase obligations with respect to the securitization loans transferred in connection with the 2036 Securitization, the 2036-R Securitization and the 2036-R2037 Securitization.
As part of each of the 2036 Securitization, the 2036-R Securitization and the 2036-R2037 Securitization, we entered into master loan agreements under which we would be required to repurchase any of the securitization loans (or participation interest therein) which were sold to the 2036 Securitization IssuerIssuer, the 2036-R Securitization Issuers or the 2036-R Securitization Issuers, as applicable, in breach of certain customary representations and warranties made by us, the 2036 Financing SubsidiarySubsidiary, the R-Depositor or the R-Depositor2037-Financing Subsidiary with respect to such securitization loans or the legal structure of the 2036 Securitization, the 2036-R Securitization or the 2036-R2037 Securitization, as applicable. To the extent that there is a breach of such representations and warranties and we fail to satisfy any such repurchase obligation, the applicable securitization trustee may, on behalf of the 2036 Securitization Issuer orIssuer, the 2036-R Securitization Issuers,Issuers or the 2037 Securitization, as applicable, bring an action against us to enforce these repurchase obligations.
At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. The BidenTrump Administration has enacted significant changes to the existing U.S. tax rules that include, among others, a minimum tax on book income and profits of certain multinational corporations, and there are a number of proposals in the U.S. Congress that would similarly modify the existing U.S. tax rules. The likelihood of any new legislation being enacted is uncertain. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.
Changes to U.S tariff and import/export regulations may have a negative effect on our portfolio companies
There have been significant changes to U.S trade policies, treaties and tariffs, and in the future there may be additional significant changes. Existing or new tariffs imposed on foreign goods imported by the United States or on U.S goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could adversely affect their results of operations. We cannot predict whether, or so what extent, any tariff or other trade protections may affect our portfolio companies or our business, financial condition or results of operations.
Our internal computer systems and infrastructure and those of our Investment Adviser, strategic collaborators, vendors, contractors, consultants or regulators with whom we share confidential, protected or sensitive data or information, or upon which our business relies, are vulnerable to damage from computer viruses, unauthorized access, misuse, natural disasters, terrorism, cybersecurity threats, war and telecommunication and electrical failures, as well as security compromises or breaches, which may compromise our systems, infrastructure, data or that of those with whom we share such data or information or upon which our business relies, or lead to data compromise, misuse, misappropriation or leakage. We may experience, and from time to time have experienced, cyber attacks on our information technology systems and infrastructure by threat actors of all types (including nation states, criminal enterprises, individual actors or advanced persistent threat groups, among others). In addition to extracting sensitive information, such attacks could include the deployment of harmful malware, ransomware, digital extortion, business email compromises and denial-of-service attacks, social engineering (including phishing attacks) and other means to affect server reliability and threaten the confidentiality, integrity and availability of information, systems or infrastructure.
As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by our Investment Adviser and other third-parties. We, along with our Investment Adviser, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber-attacks, but these measures, as well as our increased awareness of the nature and extent of the risk of a cyber attack, may be ineffective and do not guarantee that a cyber attack will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an attack. Further, our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages or claims related to our privacy and data security obligations. Further, although we maintain cyber liability insurance, this insurance may not provide adequate coverage against potential liabilities related to any experienced cybersecurity attack or breach.
Furthermore, cybersecurity continues to be a priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals and/or regulators of data security breaches involving certain types of personal information. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
We are subject to risks related to artificial intelligence
Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, "AI"), and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve. While we and our Investment Adviser do not use AI at this time to make investment recommendations, the use of AI could exacerbate or create new and unpredictable risks to our business, including by potentially significantly disrupting the markets in which we operate or subjecting us and our Investment Adviser to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of our Investment Adviser and us. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by the Investment Adviser and us.
Management's Discussion & Analysis (MD&A)
New heading “PennantPark Senior Secured Loan Fund II LLC”
New heading “Recent Developments”
Largest changes
“During the revolving period, the Credit Facility bears interest at SOFR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points for the remaining two years, maturing in August 2029. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. …”see in full comparison
“In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. …”see in full comparison
“In February 2025, the Company completed the 2037 Debt Securitization. The 2037 Notes were issued by the 2037 Securitization Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the 2037Securitization Issuer. …”see in full comparison
“Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L”, Secured Overnight Financing Rate or "SOFR", or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. …”see in full comparison
Full comparison: every changed paragraph (64)
On August 20, 2021, we entered into equity distribution agreements (the "2021 Equity Distribution Agreements") with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents, in connection with the sale of shares of our common stock, with an aggregate offering price of up to $75 million under an at-the-market offering. The equity2021 distributionEquity agreementsDistribution provideAgreements provided that we may offer and sell shares of our common stock from time to time through a sales agent in amounts and at times to be determined by us. On May 5, 2022, we amended the equity2021 distributionEquity agreementsDistribution Agreements to update references from NASDAQ to NYSE and reflect that the agentsSales areAgents nowwere represented by Kirkland & Ellis LLP. On March 27, 2023 we terminated the equity2021 distributionEquity agreementsDistribution Agreements and entered into new equity distribution agreements with Citizens JMP Securities LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. (together, the "Prior2023 Equity Distribution Agreements"), as sales agents (each,aseach as "Sales Agent," and together,collectively, the "Sales Agents") in connection with the sale of shares of our common stock, with an aggregate offering price of up to $100 million under an at-the-market program (the "2023 ATM program.Program"). On August 11, 2023, we amended the Prior2023 Equity Distribution Agreements with each of the Sales Agents (together, the “Amended and Restated Equity Distribution Agreements”) to increase the aggregate offering price to up to $250 million. On July 17, 2024 we terminated the existing2023 equityEquity distributionDistribution agreementsAgreement and entered into new equity distribution agreements with the Sales Agents (together,collectively, the " 2024 Equity Distribution Agreements") in connection with the sale of our shares of common stock with an aggregate offering price of up to $500 million under an ATM Program (the "2024 ATM Program"). The 2024 Equity Distribution Agreements provide that we may offer and sell shares of our common stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the 2024 Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us.
As of September 30, 2024,2025, our portfolio totaled $1,983.5$2,773.3 million and consisted of $1,746.7$2,513.6 million of first lien secured debt (including $237.7 million in PSSL), $2.7$19.0 million of second lien secured debt and subordinated debt and $234.1$240.7 million of preferred and common equity (including $56.5$44.3 million in PSSL). Our debt portfolio consisted of approximately 100%99% variable-rate investments. As of September 30, 2024,2025, we had twothree portfolio companies on non-accrual, representing 0.4% and 0.2% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $11.4$46.1 million. Our overall portfolio consisted of 158164 companies with an average investment size of $12.6$16.9 million, had a weighted average yield on debt investments of 11.5%,10.2%, and was invested 88%90% in first lien secured debt (including 12%9% in PSSL), less than 1% in second lien secured debt and subordinated debt and 12%9% in preferred and common equity (including 3%2% in PSSL). As of September 30, 2024,2025, over 99%98% of the investments held by PSSL were first lien secured debt.
As of September 30, 2023,2024, our portfolio totaled $1,067.2$1,983.5 million and consisted of $906.2$1,746.7 million of first lien secured debt (including $210.1$237.7 million in PSSL), $0.1$2.7 million of second lien secured debt and $160.9$234.1 million of preferred and common equity (including $50.9$56.5 million in PSSL). Our debt portfolio consisted of approximately 100% variable-rate investments. As of September 30, 2023,2024, we had threetwo portfolio companies on non-accrual, representing 0.9%0.4% and 0.2% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $25.7$11.4 million. Our overall portfolio consisted of 131158 companies with an average investment size of $8.1$12.6 million, had a weighted average yield on debt investments of 12.6%,11.5%, and was invested 85%88% in first lien secured debt (including 20%12% in PSSL), less than 1% in second lien secured debt and 15%subordinated debt and 12% in preferred and common equity (including 5%3% in PSSL). As of September 30, 2023,2024, over 99% of the investments held by PSSL were first lien secured debt.
For the year ended September 30, 2025, we invested $1,741.3 million in 29 new and 205 existing portfolio companies with a weighted average yield on debt investments of 10.3%. Sales and repayments of investments for the same period totaled $925.7 million.
As of September 30, 2025, PSSL’s portfolio totaled $1,084.6 million, consisted of 117 companies with an average investment size of $9.3 million and had a weighted average yield on debt investments of 10.1%. As of September 30, 2024, PSSL’s portfolio totaled $913.3 million, consisted of 109 companies with an average investment size of $8.4 million and had a weighted average yield on debt investments of 11.4%.
For the year ended September 30, 2023,2025, wePSSL invested $324.5$425.9 million (of which $379.7 million was purchased from the Company) in 1628 new and 7126 existing portfolio companies with a weighted average yield on debt investments of 12.1%.10.2%. SalesPSSL’s sales and repayments of investments for the same period totaled $399.1$228.2 million.
As of September 30, 2024, PSSL’s portfolio totaled $913.3 million, consisted of 109 companies with an average investment size of $8.4 million and had a weighted average yield on debt investments of 11.4%. As of September 30, 2023, PSSL’s portfolio totaled $785.9 million, consisted of 105 companies with an average investment size of $7.5 million and had a weighted average yield on debt investments of 12.1%.
PennantPark Senior Secured Loan Fund II LLC
On August 8, 2025, the Company, and a fund managed by HL entered into an amended and restated limited liability company agreement (the "HL LLC Agreement") to co-manage a newly-formed joint venture, PennantPark Senior Secured Loan Fund II LLC. PSSL II is expected to invest primarily in middle market loans and other corporate debt securities.
The Company and HL have committed to invest up to $200.0 million in the aggregate in PSSL II, with the Company committing to invest up to $150.0 million and HL committing to invest up to $50.0 million. Investments by each of the Company and HL will be made in the form of membership interests and secured notes. All portfolio and other material decisions regarding PSSL II must be submitted to its board of managers, which is comprised of an equal number of representatives from each of the Company and HL. Further, all portfolio and other material decisions require the affirmative vote of at least one board member designated by the Company and one board member from HL.
For the year ended September 30, 2023, PSSL invested $190.9 million (of which $158.2 million was purchased from the Company) in 22 new and 27 existing portfolio companies with a weighted average yield on debt investments of 11.8%. PSSL’s sales and repayments of investments for the same period totaled $155.2 million.
The audit committee of our board of directors reviews the preliminary valuations of our Investment Adviser and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and Our board of directors discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Investment Adviser, the respective independent valuation firms and the audit committee.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 20312036 Asset-Backed Debt, 2036-R Asset-Backed Debt, 20362037 Asset-Backed Debt and the Credit Facility are classified as Level 3. Our 2023 Notes and 2026 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2026 Notes, our 2031 Asset-Backed Debt, our 2036-R Asset-Backed Debt, our 2036 Asset-Backed Debt, our 2037 Asset-Backed Debt and the Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility and the 2023 Notes. We elected to use the fair value option for the Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of $6.5$3.3 million and zero$6.5 million relating to amendment costs on the Credit Facility and debt issuance costs on the 2023 Notes during the years ended September 30, 20242025 and 2023,2024, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the 2026 Notes, the 20312036-R Asset-Backed Debt, 2036-R2036 Asset-Backed Debt and the 20362037 Asset-Backed Debt.
For the years September 30, 20242025 and 2023,2024, the Credit Facility or our Prior Credit Facility, as applicable, the 2023 Notes had a net change in unrealized appreciation (appreciationdepreciation) depreciation of approximately zero and $(2.3) million,zero, respectively. As of September 30, 20242025 and 2023,2024, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled approximately zero and zero, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility and 2023 Notes in a manner consistent with the valuation process that our board of directors uses to value our investments.
For the years ended September 30, 2024,2025, 20232024 and 2022,2023, wethe Company recorded a provision for taxes on net investment income of $1.1$0.9 million, $1.0$1.1 million, and $0.4$1.0 million, respectively, pertaining to federal excise tax.
For the years ended September 30, 2024,2025, 20232024 and 2022,2023, the Company recognized a provision for taxes of $(0.10.2) million, $(2.8)$0.1 million and $4.6$2.8 million, respectively, on unrealized appreciation (depreciation) on investments by the Taxable Subsidiary. The provision for taxes on unrealized appreciation on investments is the result of netting (i) the expected tax liability on gains from sales of investments and (ii) the expected tax benefit from the use of losses in the current year. As of September 30, 20242025 and 2023,2024, $1.7$1.9 million and $1.8$1.7 million, respectively, was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments held by the Taxable Subsidiary. As of September 30, 20242025 and 2023,2024, of $0.1 million and $0.3$0.1 million, respectively, the Company recognized a provision for taxes on realized gain on investments held by the Taxable Subsidiary.
During the year ended September 30, 2024,2025, 20232024 and 20222023 the Company paid zero, zero, and $1.2zero million, respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. The state and local tax liability of zero as of September 30, 20242025 is included under accrued other expenses in the consolidated statement of assets and liabilities.
Set forth below are the results of operations for the years ended September 30, 20242025 and 2023.2024. For information regarding results of operations for the year ended September 30, 2022,2023, see the Company's Form 10-K for the fiscal year ended September 30, 2023,2024, as filed with the SEC on DecemberNovember 8,26, 2023.2024.
Expenses for the year ended September 30, 20242025 totaled $108.6$154.3 million base management fee totaled $14.9$23.3 million, incentive fee totaled $18.1$26.0 million, debt related interest and expenses totaled $67.9$96.5 million, general and administrative expenses totaled $6.7$7.5 million and provision for taxes totaled $1.1$0.9 million. The increase in expenses compared to the prior year was primarily due to an increase in debt related interest and expenses and incentive and management fees.
Sales and repayments of investments for the years ended September 30, 20242025 and 20232024 totaled $514.1$925.7 million and $399.1$514.1 million, respectively. Net realized gain (losses) on investments totaled $0.2($5.9) million and $(15.9)$0.2 million for the same periods, respectively. The change in realized gains (losses) was primarily due to changes in market conditions of our investments and the values at which they were realized, caused by the fluctuations in the market and in the economy, as discussed above under “Forward-Looking Statements”.
For the years ended September 30, 20242025 and 2023,2024, we reported net change in unrealized appreciation (depreciation) on investments of $14.3$(34.6) million and ($12.6)$14.3 million, respectively. As of September 30, 20242025 and 2023,2024, our net unrealized appreciation (depreciation) on investments totaled $(11.446.1) million and $(25.711.4) million, respectively. The net change in unrealized appreciation/depreciation on our investments for the year ended September 30, 20242025 compared to the prior year was primarily due to changes in the capital market conditions of our investments and the values at which they were realized, caused by the fluctuations in the market and in the economy, as discussed above under the “Forward-Looking Statements" section above.
For the year ended September 30, 20242025 and 2023,2024, the Credit Facility or Prior Credit Facility, as applicable, and the 2023 Notes had a net change in unrealized Debt (appreciation) depreciation of less than $0.1 million and less than $(0.1) million and $(2.3) million and,million, respectively. As of September 30, 20242025 and 2023,2024, our net unrealized (appreciation) depreciation on the Credit Facility and the 2023 Notes totaled zero and zero, respectively. The net change in unrealized depreciation for the year ended September 30, 20242025 compared to the prior year was primarily due to changes in the capital markets, with the economic instability negatively affecting the value, as further discussed above under “Forward-Looking Statements”.
Net change in net assets resulting from operations totaled $66.4 million, or $0.72 per share, and $91.8 million, or $1.40 per share, and $39.3 million, or $0.77 per share, for the years ended September 30, 20242025 and 2023,2024, respectively. The increasedecrease in net assets from operations for the year ended September 30, 20242025 compared to the prior year was primarily due to lessgreater depreciation of the portfolio primarily driven by changes in market conditions of our investments along with the change in size and cost yield of our debt portfolio and costs of financing,investments, as discussed above under “Forward-Looking Statements” as well as higher investment income.
Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives. As of September 30, 2024,2025, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing. For information regarding liquidity and capital resources for the year ended September 30, 2022,2023, see the Company's Form 10-K for the fiscal year ended September 30, 2023,2024, as filed with the SEC on DecemberNovember 8,26, 2023.2024.
FundingThe I’sCompany's multi-currency Credit Facility with the Lenders upsizedhas duringcommitments theof year increasing the facility to $636.0$718.0 million as of September 30, 2024,2025, subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above SOFR (or an alternative risk-free floating interest rate index) of 225200 basis points, a maturity date of August 20292030 and a revolving period that ends in August 2027.2028. As of September 30, 20242025 and 2023,2024, Funding I had $443.9$683.9 million and $9.4$443.9 million of outstanding borrowings under the Credit Facility or the Prior Credit Facility, as applicable, respectively. The Credit Facility had a weighted average interest rate of 7.5%6.3% and 7.7%,7.5%, exclusive of the fee on undrawn commitments, as of September 30, 20242025 and 2023,2024, respectively.
During the revolving period, the Credit Facility bears interest at SOFR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points for the remaining two years, maturing in August 2029. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semi-annually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021.2021 The effective interest rate is 4.15%. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are our general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt iswas secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Notes maturing 2031, which bearbore interest at the three-month SOFR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bearbore interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bearbore interest at the three-month SOFR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bearbore interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bearbore interest at the three-month SOFR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bearbore interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bearbore interest at the three-month SOFR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Loans due 2031, which bearbore interest at the three-month SOFR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The 2031 Asset-Backed Debt iswas scheduled to mature on October 15, 2031. As of September 30, 20242025 and 2023,2024, the Company had zero and $228.0 million,zero, respectively, of 2031 Asset-Backed Debt outstanding with a weighted average interest rate of zero and 7.1%, respectively.
The 2031 Asset-Backed Debt constitutesconstituted secured obligations of the Securitization Issuers, and the indenture governing the 2031 Asset-Backed Debt includesincluded customary covenants and events of default. The 2031 Asset-Backed Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to a collateral management agreement between our Investment Adviser and the Securitization Issuer, or the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
In July 2024, the 2031 Asset-Backed Debt was refinanced through a $351.0 million debt securitization in the form of a collateralized loan obligation, or the "2036-R Asset-Backed Debt". The Company retained $85.0 million of the debt securitization. The 2036-R Asset-Backed Debt was executed through: (A) the issuance by the 2036-R Securitization Issuers of the following classes of notes pursuant that certain indenture, dated September 19, 2019, by and among the 2036-R Securitization Issuers and U.S. Bank Trust Company, National Association, as amended by the second supplemental indenture, dated June 25, 2024): (i) $203 million of A-1-R Notes, which bear interest at the three-month SOFR plus 1.75%, (ii) $10.5 million of A-2-R Notes, which bear interest at three-month SOFR plus 1.90%, (iii) $12 million of Class B-R Notes, which bear interest at three-month SOFR plus 2.05%, (iv) $28 million of C-R Notes, which bear interest at three-month SOFR plus 2.75% and (v) $21 million of D-R Notes, which bear interest at three-month SOFR plus 4.30%, (B) the issuance by the issuer of $64 million of subordinated notes pursuant to the Indenture and (C) the borrowing by one of the 2036-R Securitization Issuers of $12.5 million of Class B-R Loans, which bear interest at three-month SOFR plus 2.05%, pursuant to a credit agreement, by and among the 2036-R Securitization Issuers, the various financial institutions and other persons party thereto, as lenders and U.S. Bank Trust Company, National Association, as loan agent and as trustee. The 2036-R Asset-Backed Debt matures in July 2036. As of September 30, 2025 and September 30, 2024, the Company had $266.0 million of 2036-R Asset-Backed Debt outstanding with a weighted average interest rate of 7.2%.6.2% and 7.2%, respectively. As of September 30, 2025 and September 30, 2024, the unamortized fees on the 2036-R Asset-Backed Debt were $0.6 million and $0.8 million.million, respectively.
The 2036 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the Subordinated Notes of the 2036-Securitization Issuer were eliminated in consolidation. As of September 30, 2025 and September 30, 2024, the Company had $287.0 million of 2036 Asset-Backed Debt outstanding with a weighted average interest rate of 8.1%.7.1% and 8.1%, respectively. As of September 30, 2025 and September 30, 2024, the unamortized fees on the 2036 Asset-Backed Debt were $2.4 million and $2.9 million.million, respectively.
In February 2025, the Company completed the 2037 Debt Securitization. The 2037 Notes were issued by the 2037 Securitization Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the 2037Securitization Issuer. The transaction was executed through (A) a private placement of $220.5 million of 2037 Class A-1 Notes, (ii) $19.0 million of 2037 Class A-2 Notes, (iii) $28.5 million of 2037 Class B Notes, (iv) $38.0 million of 2037 Class C Notes, (v) $28.5 million 2037 Class D Notes, and (vi) $85.1 million of 2037 Subordinated Notes and (B) the borrowing by the 2037 Securitization Issuer of $10.0 million of 2037 Class A-1L-ALoans and $45.0 million of 2037 Class A-1L-B Loans, which bear interest at three-month SOFR plus 1.49%. The 2037 Asset-Backed Debt is scheduled to mature on April 20, 2037. The 2037 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the 2037 Class D Notes and the 2037 Subordinated Notes of the 2037 Securitization Issuer were eliminated in consolidation. The Company will continue to retain the 2037 Class D Notes and the 2037 Subordinated Notes. A portion of the proceeds received by the 2037 Securitization Issuer from the loans securing the 2037 Asset-Backed Loans and the 2037 Secured Notes may be used to purchase additional middle market loans under the direction of the Investment Adviser through April 20, 2029. As of September 30, 2025, the Company had $361.0 million of 2037 Asset-Backed Debt outstanding with a weighted average interest rate of 5.9%. As of September 30, 2025, the unamortized fees on the 2037 Asset-Backed Debt were $2.7 million.
On August 20, 2021, we entered into equity distribution agreements (the 2021 Equity Distribution Agreements") with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents, in connection with the sale of shares of our common stock, with an aggregate offering price of up to $75 million under an at-the-market offering. The equity distribution agreements provide that we may offer and sell shares of our common stock from time to time through a sales agent in amounts and at times to be determined by us. On May 5, 2022, we amended the equity2021 distributionEquity agreementsDistribution Agreements to update references from NASDAQ to NYSE and reflect that the agents are now represented by Kirkland & Ellis LLP. On March 27, 2023 we terminated the equity2021 distributionEquity agreementsDistribution Agreements and entered into new equity distribution agreements with each of Citizens JMP Securities LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. (together,as amended and restated, the "Prior2022 Equity Distribution Agreements"), as sales agents (each,each as "Sales Agent," and together,collectively, the "Sales Agents") in connection with the sale of shares of our common stock, with an aggregate offering price of up to $100 million under an at-the-market program (the "2022 ATM program.Program"). On August 11, 2023, we amended and restated the Prior2022 Equity Distribution Agreements with each of the Sales Agents (together, the “Amended and Restated Equity Distribution Agreements”) to increase the aggregate offering price to up to $250 million. On July 17, 2024 we terminated the existing2022 equityEquity distributionDistribution agreementsAgreements and entered into new equity distribution agreements with the Sales Agents (together,collectively, the "2024 Equity Distribution Agreements") in connection with the sale of our shares of common stock with an aggregate offering price of up to $500 million under an ATMat-the-market Programprogram (the "2024 ATM Program".). The 2024 Equity Distribution Agreements provide that we may offer and sell shares of our common stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our common stock. TheOur Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the 2024 Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us.
During the years ended September 30, 2024,2025, and 20232024 we issued 18,845,19421,638,000 shares and 9,089,06418,845,194 shares of our Common Stock, respectively, under the 2024 ATM Program and 2022 ATM Program (together the "ATM Programs") at an average price of $11.35$11.34 and $11.03$11.35 per share, respectively, raising $213.3$244.8 million and $100.2$213.3 million of net proceeds after commissions to the sales agents and inclusive of proceeds from the Investment Adviser to ensure that all shares were sold at or above NAV. We incurred $0.8$0.3 million and $0.5$0.8 million, respectively, of deferred offering costs incurred related to establishing the ATM Programs. As of September 30, 2024,2025, and 2023,2024, we had $437.3$192.2 million and $154.1$437.3 million available under the ATM Programs.
We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in FebruaryMay 2023,2025, PennantPark Investment Advisers serves as our investment adviser. Payments under our Investment Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our average adjusted gross assets and (2) an incentive fee based on our performance.
OurFor the year ended September 30, 2025, our operating activities used cash of $801.4$720.6 million for the year ended September 30, 2024, and our financing activities provided cash of $812.9$731.2 million for the same period.million. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily from proceeds from ATM program, borrowing under our Credit Facility and issuances of asset-backed debt.
Our operating activities provided cash of $140.6 million forFor the year ended September 30, 2023,2024, our operating activities used cash of $801.4 million and our financing activities usedprovided cash of $91.5$812.9 million for the same period.million. Our operating activities providedused cash primarily from for our investment activities and our financing activities usedprovided cash primarily from payingproceeds downfrom theATM program, borrowing under our Credit Facility and payingissuances distributionsof toasset-backed stockholders offset by offering proceeds.debt.
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of September 30, 20242025 and 2023,September 30, 2024, PSSL had total assets of $988.1$1,153.7 million and $869.4$988.1 million, respectively, and its investment portfolio consisted of investments in 109117 and 105109 portfolio companies, respectively. As of September 30, 2025, at fair value, the largest investment in a single portfolio company in PSSL was $20.9 million and the five largest investments totaled $99.3 million. As of September 30, 2024, at fair value, the largest investment in a single portfolio company in PSSL was $21.3 million and the five largest investments totaled $97.3 million. As of September 30, 2023, at fair value, the largest investment in a single portfolio company in PSSL was $18.5 million and the five largest investments totaled $83.4 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We and Kemper provide capital to PSSL in the form of first lien secured debt and equity interests. As of September 30, 20242025 and 2023,September 30, 2024, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $237.7 million (zero remaining unfunded) and $210.1$237.7 million (additionalzero $27.6 millionremaining unfunded), respectively, and equity interests of $123.7 million ($65.6 million remaining unfunded) and $101.9 million (zero remaining unfunded) and $90.0 million (additional $11.8 million unfunded), respectively.
In AugustDecember 20232024, PSSL entered into a $260.0$325.0 million (decreasedincreased from $325.0$260.0 million) senior secured revolving credit facility which bears interest at SOFR plus 260225 basis points (including a spread adjustment) with Ally Bank through its wholly-owned subsidiary, PennantPark Senior Secured Loan Facility LLC II, or PSSL Subsidiary II, subject to leverage and borrowing base restrictions. On January 2024, the maturity was extended to 2029 and the interest change to SOFR plus 280 basis points.
In April 2023, PSSL completed a $297.8 million debt securitization in the form of a collateralized loan obligation, or the “2035 Asset-Backed Debt”. The 2035 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO VI, LLC, a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2035 Asset-Backed Debt is scheduled to mature in April 2035. On the closing date of the transaction, in consideration of PSSL’s transfer to PennantPark CLO VI, LLC of the initial closing date loan portfolio, which included loans distributed to PSSL by certain of its wholly owned subsidiaries and us, PennantPark CLO VI, LLC transferred to PSSL 100% of the Preferred Shares of CLO VI, LLC BelowIn May 2025, PSSL through its wholly-owned and consolidated subsidiary, PennantPark CLO VI, LLC closed the refinancing of the 2035 Asset-Backed Debt through a four year reinvestment period, twelve-year final maturity $315.8 million debt securitization or the "2037-R Asset-Backed Debt." The debt in this securitization is astructured summaryin the following manner: (i) $228.0 million of PSSL’sClass portfolioA-R Loans, which bears interest at fairthree-month valueSOFR plus 1.85%, ($ii) in$18.0 thousandsmillion of Class B-R Loans, which bears interest at three-month SOFR plus 4.50%, (iii): $18.0 million of Class C-R Loans and (iv) $51.8 million of subordinated notes. PSSL will continue to retain all of the subordinated notes and Class C-R Loans through a consolidated subsidiary. The maturity of the replacement debt and existing subordinated notes is now extended to April 2037.
In April 2025, PSSL through its wholly-owned and consolidated subsidiary, PennantPark CLO 12, LLC closed a four year reinvestment period, twelve-year final maturity $301 million debt securitization in the form of a collateralized loan obligation or the "2037 Asset-Backed Debt." The debt in this securitization is structured in the following manner: (i) $30.0 million of Class A-1 Loans, which bear interest at three-month SOFR plus 1.45%, (ii) $141.0 million of Class A-1 Notes, which bear interest at three-month SOFR plus 1.45%, (iii) $12.0 million of Class A-2 Notes, which bear interest at a three-month SOFR plus 1.60%, (iv) $21.0 million of Class B notes, which bears interest at three-month SOFR plus 1.85%, (v) $24.0 million of Class C notes, which bears interest at three-month SOFR plus 2.30%, (vi)$18.0 million Class D notes, which bears interest at three-month SOFR plus 3.30%, (vii) $55.0 million of subordinated notes. PSSL will continue to retain all of the subordinated notes through a consolidated subsidiary. The reinvestment period for the term debt securitization ends in April 2029 and the debt is scheduled to mature in April 2037. The proceeds from the debt repaid a portion of PSSL's secured revolving credit facility.
Below is a summary of PSSL’s portfolio at fair value ($ in thousands):
Below is a listing of PSSL’s individual investments as of September 30, 2025 (par and $ in thousands):
Below is a listing of PSSL’s individual investments as of September 30, 2025 (continued):
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate or "SOFR". The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. All securities are subject to a SOFR floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2037-R Asset-Backed Debt and held through PennantPark CLO VI, LLC, or, 3) securing the 2036 Asset-Backed Debt and held through PennantPark CLO II, Ltd. or, 4) securing the 2037 Asset-Backed Debt held through PennantPark CLO 12, LLC.
As of September 30, 2025, all investments are in U.S companies. Total cost, fair value, and percentage of Net Assets for the U.S Companies were $1,103.7 million, $1,084.6 million and 2,141.5%.
Partial PIK non-accrual security.
As of September 30, 2024, all investments are in U.S companies. Total cost, fair value, and percentage of Net Assets for the U.S Companies were $929.0 million, $913.3 million and 1,415.0%.
Below is a listing of PSSL’s individual investments as of September 30, 2023 (Par and $ in thousands):
Below is a listing of PSSL’s individual investments as of September 30, 2023 (continued):
Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L”, Secured Overnight Financing Rate or "SOFR", or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.
Non-accrual security
The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2035 Asset-Backed Debt and held through PennantPark CLO VI, LLC, or, 3) securing the 2036 Asset-Backed Debt and held through PennantPark CLO II, Ltd.
Recent Developments
Subsequent to September 30, 2025, PSSL II commenced operations and the Company sold $191 million of assets to PSSL II. Additionally, subsequent to September 30, 2025 the Company sold $118 million of assets to PSSL.
What changed in the latest 10-Q
Risk Factors
Full comparison: every changed paragraph (1)
In addition to the other information set forth in this Report, you should consider carefully the factors discussed below, as well as in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed on November 24, 2025, which could materially affect our business, financial condition and/or operating results. The risks described as in our Annual Report on Form 10-K are not the only risks facingwe PennantPark Floating Rate Capital Ltd.face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Management's Discussion & Analysis (MD&A)
Largest changes
“In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semiannually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The effective interest rate is 4.15%. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. …”see in full comparison
“In March 2026, we issued $200.0 million in aggregate principal amount of our 2029 Notes at a public offering price per note of 99.3%. Interest on the 2029 Notes is paid semiannually on March 4 and September 4 of each year, at a rate of 6.75% per year, commencing September 4, 2026. The effective interest rate is 7.00%. The 2029 Notes mature on March 4, 2029 and may be redeemed in whole or in part at our option subject to make whole premium if redeemed more than three months prior to maturity. …”see in full comparison
“As of June 30, 2026, the Credit Facility had commitments of $768.0 million and an interest rate spread of 200 basis points above SOFR, a maturity date of August 2030 and a revolving period that ends in August 2028. As of June 30, 2026 and September 30, 2025, Funding I had $318.3 million and $683.9 million of outstanding borrowings under the Credit Facility, respectively, with a weighted average interest rate of 5.6% and 6.3%, exclusive of the fee on undrawn commitments, respectively. …”see in full comparison
“As of March 31, 2026, the Credit Facility had commitments $768.0 million (increased from $718.0 million in November 2025) and an interest rate spread above SOFR (or an alternative risk-free floating interest rate index) of 200 basis points, a maturity date of August 2030 and a revolving period that ends in August 2028. As of March 31, 2026 and September 30, 2025, Funding I had $328.3 million and $683.9 million of outstanding borrowings under the Credit Facility, respectively. …”see in full comparison
“In February 2025, we completed the $474.6 million term debt securitization (the “2037 Debt Securitization”). The notes offered in the 2037 Debt Securitization were issued by the 2037 Securitization Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the 2037 Securitization Issuer. The Company retained $113.6 million of the debt securitization issued by the 2037 Securitization Issuer. …”see in full comparison
“In February 2024, the Company completed the $350.6 million term debt securitization. Term debt securitizations, also known as CLOs, are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company’s asset coverage requirements. The 2036 Asset-Backed Debt was issued by the 2036 Securitization Issuer. The 2036 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the 2036 Securitization Issuer. …”see in full comparison
Full comparison: every changed paragraph (74)
changes in political, economic or industry conditions, including the wars in the Middle East and in the Ukraine, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets;
the level of inflation, and its impact on us and our portfolio companies;
increasing levels of inflation, and its impact on us and our portfolio companies;
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including quarterly reports on Form 10-Q/K10-Q, annual reports on Form 10-K and current reports on Form 8-K.
PennantPark Floating Rate Capital Ltd. (the "Company," "we," "our" or "us") is a business development company ("BDC") whose principalinvestment objectives are to generate both current income and capital appreciation while seeking to preserve capital by investing primarily in floating rate loans and other investments made to U.S. middle-market companies.
As of MarchJune 31,30, 2026, our portfolio totaled $2,580.3$2,504.7 million,million and consisted of $2,252.1$2,230.7 million of first lien secured debt (including $237.7 million in PSSL and $65.6 million in PSSL II), $18.8$19.7 million of subordinated debt and $309.3$254.3 million of preferred and common equity (including $60.1$52.7 million in PSSL and $27.9$27.8 million in PSSL II). As of MarchJune 31,30, 2026, our debt portfolio consisted of approximately 99% variable-rate investments. As of MarchJune 31,30, 2026, we had threefour portfolio companies on non-accrual, representing 0.8%1.0% and 0.5%0.4% of our overall portfolio on a cost and fair value basis, respectively. As of MarchJune 31,30, 2026, the portfolio had net unrealized depreciation of $66.1$122.8 million. Our overall portfolio consisted of 162159 companies with an average investment size of $15.9$15.8 million and had a weighted average yield on debt investments of 9.8%, and was invested 87%in89% in first lien secured debt (including 9% in PSSL and 3% in PSSL II), 1% in subordinate debt and 12%10% in preferred and common equity (including 2% in PSSL and 1% in PSSL II). As of MarchJune 31,30, 2026, over 98% of the investments held by PSSL were first lien secured debt. As of MarchJune 31,30, 2026, 100% of the investments held by PSSL II were first lien secured debt.
For the three months ended MarchJune 31,30, 2026, we invested $294.8$212.1 million in sixfive new and 5351 existing portfolio companies at a weighted average yield on debt investments of 9.3%.9.0%. For the three months ended MarchJune 31,30, 2026, sales and repayments of investments totaled $328.0$271.7 million, including $56.9$37.1 million of sales to PSSL and $148.1$9.8 million of sales to PSSL II. For the sixnine months ended MarchJune 31,30, 2026, we invested $595.8$807.9 million in 1015 new and 7486 existing portfolio companies at a weighted average yield on debt investments of 9.6%.9.5%. For the sixnine months ended MarchJune 31,30, 2026, sales and repayments of investments totaled $769.5$1,041.2 million, including $189.4$226.5 million of sales to PSSL and $344.6$354.3 million of sales to PSSL II.
For the three months ended MarchJune 31,30, 2025, we invested $293.3$208.1 million in threefour new and 5417 existing portfolio companies at a weighted average yield on debt investments of 9.9%.10.1%. For the three months ended MarchJune 31,30, 2025, sales and repayments of investments totaled $122.4$145.8 million, including $52.9$51.8 million of sales to PSSL. For the sixnine months ended MarchJune 31,30, 2025, we invested $900.2$1,108.3 million in 1418 new and 96112 existing portfolio companies at a weighted average yield on debt investments of 10.2%. For the sixnine months ended MarchJune 31,30, 2025, sales and repayments of investments totaled $523.7$669.5 million, including $240.6$292.4 million of sales to PSSL.
As of MarchJune 31,30, 2026, PSSL’s portfolio totaled $1,209.0$1,139.9 million and consisted of 120 companies with an average investment size of $10.1$9.5 million and at a weighted average yield on debt investments of 9.5%. As of September 30, 2025, PSSL’s portfolio totaled $1,084.6 million, consisted of 117 companies with an average investment size of $9.3 million and at a weighted average yield on debt investments of 10.1%.
For the three months ended MarchJune 31,30, 2026, PSSL invested $58.6$37.3 million (including $56.9$37.1 million purchased from the Company) in threesix new and fivetwo existing portfolio companies at a weighted average yield on debt investments of 9.2%. Sales and repayments of investments for the three months ended MarchJune 31,30, 2026 totaled $32.2$99.7 million. For the sixnine months ended MarchJune 31,30, 2026, PSSL invested $192.4$229.7 million (including $189.4$226.5 million purchased from the Company) in seven13 new and 22 existing portfolio companies at a weighted average yield on debt investments of 9.3%. Sales and repayments of investments for the sixnine months ended MarchJune 31,30, 2026 totaled $44.6$144.2 million.
For the three months ended June 30, 2025, PSSL invested $52.3 million (including $51.8 million purchased from the Company) in seven new and two existing portfolio companies at a weighted average yield on debt investments of 10.8%. For the three months ended June 30, 2025, sales and repayments of investments totaled $53.8 million. For the nine months ended June 30, 2025, we invested $337.2 million (including $292.4 million purchased from the Company) in 28 new and 13 existing portfolio companies at a weighted average yield on debt investments of 10.3%. For the nine months ended June 30, 2025, sales and repayments of investments totaled $177.2 million.
For the three months ended March 31, 2025, PSSL invested $60.0 million (including $52.9 million purchased from the Company) in four new and five existing portfolio companies at a weighted average yield on debt investments of 9.8%. For the three months ended March 31, 2025, sales and repayments of investments totaled $36.8 million. For the six months ended March 31, 2025, we invested $284.9 million (including $240.6 million purchased from the Company) in 21 new and 12 existing portfolio companies at a weighted average yield on debt investments of 10.2%. For the six months ended March 31, 2025, sales and repayments of investments totaled $123.4 million.
As of MarchJune 31,30, 2026, PSSL II’s portfolio totaled $339.9$320.1 million and consisted of 5452 companies with an average investment size of $6.3$6.2 million and at a weighted average yield on debt investments of 8.9%.9.0%.
For the three months ended MarchJune 31,30, 2026, PSSL II invested $148.1$9.8 million (including $148.1$9.8 million purchased from the Company) in 12one new and 15one existing portfolio companies at a weighted average yield on debt investments of 8.8%.9.6%. Sales and repayments of investments for the three months ended MarchJune 31,30, 2026 totaled $1.3$29.6 million. For the sixnine months ended MarchJune 31,30, 2026, PSSL II invested $344.6$354.3 million (including $344.6$354.3 million purchased from the Company) in 5455 new and zero existing portfolio companies at a weighted average yield on debt investments of 9.1%. Sales and repayments of investments for the sixnine months ended MarchJune 31,30, 2026 totaled $4.2$33.8 million.
On July 17, 2024, we entered into equity distribution agreements (together, the "Equity Distribution Agreements") with Citizens JMP Securities, LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. as the sales agents (collectively the "Sales Agents" and each a "Sales Agent") in connection with the 2024 ATM Program. The Equity Distribution Agreements provide that we may offer and sell shares of our common stock from time to time through the Sales Agents in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time,time including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the 2024 ATM Program offerings, net of any commissions of the Sale Agents, will not be less than our then current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us. In connection with the entry into the Equity Distribution Agreements, the Company terminated the equity distribution agreements with each of Citizens JMP Securities LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. in connection with the 2022 ATM Program.
During the three and sixnine months ended MarchJune 31,30, 2026, we did not issue any shares of our common stock under the 2024 ATM Programs.Program. During the three and sixnine months ended MarchJune 31,30, 20252025, we issued 11,562,0002,800,000 shares and 18,838,00021,638,000 shares of our common stock under the 2024 ATM Programs,Program, respectively, at an average price of $11.34$11.31 per share and $11.35$11.34 per share raising $131.0$31.6 million and $213.2$244.8 million of net proceeds after commissions to Sales Agents (as defined below) and inclusive of proceeds from the Investment Adviser to ensure that all shares were sold at or above NAV, respectively. During the three and sixnine months ended MarchJune 31,30, 2026, we did not incur any legal and other offering costs associated with establishing the 2024 ATM Programs.Program. During the three and sixnine months ended MarchJune 31,30, 2025, we incurred $0.2$0.1 million and $0.2$0.3 million of legal and other offering costs associated with establishing the 2024 ATM Programs.Program. As of MarchJune 31,30, 2026 and September 30, 2025, we had $192.2 million and $192.2 million, respectively, of our common stock available to be sold under the 2024 ATM Programs.Program.
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements. We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates from those disclosed in our 2025 Annual Report on Form 10-K during the threenine months ended MarchJune 31,30, 2026.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2036 Asset-Backed Debt, our 2036-R Asset-Backed Debt, 2037 Asset-Backed Debt, 2038-R Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2026 Notes and 2029 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Our 2031 Notes are classified as Level 1, as they are financial instruments that trade on a primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
In addition to using the above inputs to value cash equivalents, investments, our 2026 Notes, our 2029 Notes, our 20362031 Asset-Backed Debt,Notes, our 2036-R Asset-Backed Debt, our 2037 Asset-Backed Debt, our 2038-R Asset-Backed Debt, and our Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility. We elected to use the fair value option for the Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred zero and $0.5 million of expenses relating to amendment costs on the Credit Facility during the three and sixnine months ended MarchJune 31,30, 2026 and we incurred $0.4$2.9 million and $3.3 million of expenses relating to amendment costs on the Credit Facility during the three and sixnine months ended,ended MarchJune 31,30, 2025. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the 2026 Notes, 2029 Notes, the2031 2036 Asset-Backed Debt,Notes, the 2036-R Asset-Backed Debt, the 2037 Asset-Backed Debt and the 2038-R Asset-Backed Debt.
For the three and sixnine months ended MarchJune 31,30, 2026, the Credit Facility had a net change in unrealized appreciation (depreciation) of less than $0.1 million and less than $0.1 million.million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Credit Facility had a net change in unrealized appreciation (depreciation) of $(0.1) million and less than $0.1 millionmillion, and $0.1 million.respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the net unrealized appreciation (depreciation) on the Credit Facility totaled approximately zero and zero, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.
For the three and sixnine months ended MarchJune 31,30, 2026, we recorded a provision for taxes on net investment income of less than $0.1 million and $0.3 million pertaining to federal excise tax. For the three and sixnine months ended MarchJune 31,30, 2025, we recorded a provision for taxes on net investment income of $0.2 million and $0.5$0.7 million pertaining to federal excise tax.
For the three and sixnine months ended MarchJune 31,30, 2026, the Company recorded a provision for taxes of $(0.3)$1.0 million and $0.3$1.3 million on unrealized appreciation (depreciation) on investments by the Taxable Subsidiary. For the three and sixnine months ended MarchJune 31,30, 2025, the Company recorded a provision for taxes of $0.5$(0.3) million and $1.1$0.8 million on unrealized appreciation (depreciation) on investments by the Taxable Subsidiary. The provision for taxes on unrealized appreciation (depreciation) on investments is the result of netting (i) the expected tax liability on gains from sales of investments and (ii) the expected tax benefit from the use of losses in the current year. As of MarchJune 31,30, 2026,2026 and September 30, 2025, $1.6$0.6 million and $1.9 million, respectively, was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments held by the Taxable Subsidiary. During the three and sixnine months ended MarchJune 31,30, 2026, the Company recorded a provision for taxes of zero,less than $(0.1) million and less than $(0.1) million, respectively, relating to realized gain (loss) on investments held by the Taxable Subsidiary. During the three and sixnine months ended MarchJune 31,30, 2025, the Company recorded a provision for taxes of less than $(0.1)$0.1 million and $(0.1) million relating to realized gain (loss) on investments held by the Taxable Subsidiary. During the three and sixthree and nine months ended MarchJune 31,30, 2026 and 2025, the Taxable Subsidiary didpaid notzero makeand any$0.1 million, respectively, in federal tax payments on realized gains on the sale of investments held by the Taxable Subsidiary.
Set forth below are the results of operations for the three and sixnine months ended MarchJune 31,30, 2026 and 2025.
For the three and sixnine months ended MarchJune 31,30, 2026, investment income was $66.0$66.1 million and $136.0$202.1 million, respectively, which was attributable to $58.6$58.9 million and $122.9$181.8 million from first lien secured debt and $7.3$7.2 million and $13.2$20.3 million from other investments, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, investment income was $61.9$63.5 million and $128.9$192.4 million, respectively, which was attributable to $56.2$57.9 million and $117.2$175.1 million from first lien secured debt and $5.7$5.6 million and $11.7$17.3 million from other investments, respectively. The increase in investment income for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to the increase in the size of our debt portfolio.
For the three and sixnine months ended MarchJune 31,30, 2026, expenses totaled $40.2 million and $83.7$123.8 million, respectively, and were comprised of: $24.1$25.0 million and $51.3$76.3 million of debt related interest and expenses, $6.4 million and $13.2$19.6 million of base management fees, $6.4$6.5 million and $13.1$19.6 million of performance-based incentive fees, $2.1$2.3 million and $4.2$6.5 million of general and administrative expenses, less than $0.1 million and $0.3 million of taxes and $1.1 millionzero and $1.6 million in Credit Facility amendment and debt issuance costs. For the three and sixnine months ended MarchJune 31,30, 2025, expenses totaled $36.9$38.9 million and $74.0$112.8 million, respectively, and were comprised of: $22.5 million and $44.9$67.4 million of debt related interest and expenses, $5.6$5.9 million and $10.9$16.8 million of base management fee, $6.3$5.4 million and $13.8$19.1 million of performance-based incentive fee, $1.9$2.0 million and $3.6$5.5 million of general and administrative expenses, $0.2 million and $0.5$0.7 million of taxes, and $0.4$2.9 million and $0.4$3.3 million in Credit Facility amendment costs. The increase in expenses for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to the increase in interest expense from increased borrowings as a result of the increase in our investment portfolio.
For the three and sixnine months ended MarchJune 31,30, 2026, net investment income totaled $25.8$25.9 million or $0.26 per share, and $52.4$78.3 million or $0.53$0.79 per share, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net investment income totaled $25.0$24.6 million or $0.28$0.25 per share, and $55.0$79.6 million or $0.64$0.88 per share, respectively. The decrease in net investment income for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to an increase in interest expense and one time credit facility amendment and debt issuance costs.expense.
For the three and sixnine months ended MarchJune 31,30, 2026, net realized gains (losses) totaled $(8.9)$37.3 million and $(7.5)$29.9 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net realized gains (losses) totaled $(3.514.8) million and $23.1$8.4 million, respectively. The change in net realized gains (losses) was primarily due to changes in the market conditions of our investments and the values at which investments were realized.
For the three and sixnine months ended MarchJune 31,30, 2026, we reported net change in unrealized appreciation (depreciation) on investments of $12.2$(56.6) million and $(20.176.7) million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, we reported net change in unrealized appreciation (depreciation) on investments of $(20.8)$9.9 million and $(49.739.9) million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, our net unrealized appreciation (depreciation) on investments totaled $(66.1122.8) million and $(46.1) million, respectively. The net change in unrealized appreciation (depreciation) on our investments was primarily due to the operating performance of the portfolio companies within our portfolio, changes in the capital market conditions of our investments, and realization of investments.
For the three and sixnine months ended MarchJune 31,30, 2026, ourthe Credit Facility had a net change in unrealized appreciation (depreciation) of less than $0.1 million and less than $0.1 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, ourthe Credit Facility had a net change in unrealized appreciation (depreciation) of less than $0.1$(0.1) million and less than $0.1 million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the net unrealized appreciation (depreciation) on the Credit Facility totaled approximately zero and zero, respectively. The net change in net unrealized (appreciation) or depreciation was primarily due to changes in the capital markets.
For the three and sixnine months ended MarchJune 31,30, 2026, net increase (decrease) in net assets resulting from operations totaled $28.7$7.6 million or $0.29$0.08 per share and $25.2$32.7 million or $0.25$0.33 per share, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net increase (decrease) in net assets resulting from operations totaled $1.2$19.3 million or $0.01$0.19 per share and $29.6$48.9 million or $0.34$0.54 per share, respectively. The net increase or (decrease) from operations for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to operating performance of our portfolio and changes in capital market conditions of our investments along with change in size and cost yield of our debt portfolio and costs of financing.
Our liquidity and capital resources are derived primarily from cash flows from operations, including income earned on our investments, proceeds from investment sales and repayments, and proceeds of securities offerings and debt financings. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from our portfolio and proceeds from public and private offerings of securities to finance our investment objectives and operations. As of MarchJune 31,30, 2026, in accordance with the 1940 Act, with certain limited exceptions, we were only allowed to borrow amounts such that we were in compliance with a 150% asset coverage ratio requirement after such borrowing.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of MarchJune 31,30, 2026 and September 30, 2025, our asset coverage ratio, as computed in accordance with the 1940 Act, was 162%164% and 160%, respectively.
As of March 31, 2026, the Credit Facility had commitments $768.0 million (increased from $718.0 million in November 2025) and an interest rate spread above SOFR (or an alternative risk-free floating interest rate index) of 200 basis points, a maturity date of August 2030 and a revolving period that ends in August 2028. As of March 31, 2026 and September 30, 2025, Funding I had $328.3 million and $683.9 million of outstanding borrowings under the Credit Facility, respectively. The Credit Facility had a weighted average interest rate of 5.7% and 6.3%, exclusive of the fee on undrawn commitments as of March 31, 2026 and September 30, 2025, respectively.
For the sixnine months ended MarchJune 31,30, 2026 and 2025, the annualized weighted average cost of debt, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 6.1% and 6.8%,6.9%, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, we had $439.7$449.7 million and $34.1 million of unused borrowing capacity under the Credit Facility, respectively, subject to leverage and borrowing base restrictions.
As of June 30, 2026, the Credit Facility had commitments of $768.0 million and an interest rate spread of 200 basis points above SOFR, a maturity date of August 2030 and a revolving period that ends in August 2028. As of June 30, 2026 and September 30, 2025, Funding I had $318.3 million and $683.9 million of outstanding borrowings under the Credit Facility, respectively, with a weighted average interest rate of 5.6% and 6.3%, exclusive of the fee on undrawn commitments, respectively. As of June 30, 2026 and September 30, 2025, we had $449.7 million and $34.1 million of unused borrowing capacity under the Credit Facility, respectively, subject to leverage and borrowing base restrictions.
The Credit Facility contains covenants, including but not limited to, restrictions of loan size, currency types and amounts, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of MarchJune 31,30, 2026 , we were in compliance with the covenants relating to our Credit Facility.
In March 2021 and in October 2021, we issued an aggregate of $185.0 million of our 2026 Notes. The 2026 Notes bore interest at 4.25% per year and matured on April 1, 2026. The 2026 Notes were repaid in full on April 1, 2026.
In March 2026, we issued $200.0 million in aggregate principal amount of our 2029 Notes at a public offering price of 99.3%. The 2029 Notes bear interest at 6.75% per year, payable semiannually, and mature on March 4, 2029.
In June 2026, we issued $105.0 million in aggregate principal amount of our 2031 Notes at a public offering price of 100%. The 2031 Notes bear interest at 7.375% per year, payable quarterly, and mature on June 15, 2031. The 2031 Notes are listed on the NYSE under the trading symbol “PFLA.”
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semiannually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The effective interest rate is 4.15%. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are our general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system. The 2026 Notes were repaid in full on April 1, 2026.
In March 2026, we issued $200.0 million in aggregate principal amount of our 2029 Notes at a public offering price per note of 99.3%. Interest on the 2029 Notes is paid semiannually on March 4 and September 4 of each year, at a rate of 6.75% per year, commencing September 4, 2026. The effective interest rate is 7.00%. The 2029 Notes mature on March 4, 2029 and may be redeemed in whole or in part at our option subject to make whole premium if redeemed more than three months prior to maturity. The 2029 Notes, are our general, unsecured obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness. The 2029 Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2029 Notes on any securities exchange or automated dealer quotation system.
In July 2024, the 2031 Asset-Backed Debt was refinanced through a $351.0 million debt securitization in the form of a collateralized loan obligation, or the "2036-R Asset-Backed Debt". The Company retained $85.0 million of the debt securitization. The 2036-R Asset-Backed Debt was executed through: (A) the issuance by the 2036-R Securitization Issuers of the following classes of notes pursuant that certain indenture, dated September 19, 2019, by and among the 2036-R Securitization Issuers and U.S. Bank Trust Company, National Association, as amended by the second supplemental indenture, dated June 25, 2024): (i) $203.0 million of A-1-R Notes, which bear interest at the three-month SOFR plus 1.75%, (ii) $10.5 million of A-2-R Notes, which bear interest at three-month SOFR plus 1.90%, (iii) $12.0 million of Class B-R Notes, which bear interest at three-month SOFR plus 2.05%, (iv) $28.0 million of C-R Notes, which bear interest at three-month SOFR plus 2.75% and (v) $21.0 million of D-R Notes, which bear interest at three-month SOFR plus 4.30%, (B) the issuance by the issuer of $64.0 million of subordinated notes pursuant to the Indenture and (C) the borrowing by one of the 2036-R Securitization Issuers of $12.5 million of Class B-R Loans, which bear interest at three-month SOFR plus 2.05%, pursuant to a credit agreement, by and among the 2036-R Securitization Issuers, the various financial institutions and other persons party thereto, as lenders and U.S. Bank Trust Company, National Association, as loan agent and as trustee. The 2036-R Asset-Backed Debt matures in July 2036. The company initially retained the D-R Notes and the subordinated Notes through a consolidated subsidiary. On October 29, 2025 the Company sold $21.0 million of D-R Notes, to a third party. As of MarchJune 31,30, 2026, the Company no longer consolidates the D-R Notes.
As of MarchJune 31,30, 2026 and September 30, 2025, the Company had $287.0 million and $266.0 million, respectively of external, 2036-R Asset-Backed Debt outstanding with a weighted average interest rate of 5.7% and 6.2%, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the unamortized fees on the 2036-R Asset-Backed Debt were $0.4 million and $0.6 million, respectively.
In February 2024, the Company completed the $350.6 million term debt securitization. Term debt securitizations, also known as CLOs, are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company’s asset coverage requirements. The 2036 Asset-Backed Debt was issued by the 2036 Securitization Issuer. The 2036 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the 2036 Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $139.5 million of AAA(sf) Class A-1 Notes, which bear interest at the three-month secured overnight financing rate published by the Federal Reserve Bank of New York (“SOFR”) plus 2.30%, (ii) $14.0 million of AAA(sf) Class A-2 Notes, which bear interest at three-month SOFR plus 2.70%, (iii) $24.5 million of AA(sf) Class B Notes, which bear interest at three-month SOFR plus 2.90%, (iv) $28.0 million of A(sf) Class C Notes, which bear interest at three-month SOFR plus 3.90%, (v) $21.0 million of BBB-(sf) Class D Notes, which bear interest at three-month SOFR plus 5.90%, (together, the “Secured Notes”), and (vi) $63.6 million of subordinated notes (“Subordinated Notes”) and (B) the borrowing of $60.0 million AAA(sf) Class A-1 Senior Secured Floating Rate Loans (the “Class A-1 Loans” and together with the Secured Notes and Subordinated Notes, the “Debt”), which bear interest at three-month SOFR plus 2.30%, under a credit agreement (the “Credit Agreement”), dated as of the Closing Date, by and among the Issuer, as borrower, various financial institutions, as lenders, and Wilmington Trust, National Association, as collateral agent and as loan agent. The Debt is scheduled to mature on April 18, 2036.
TheIn February 2024, we completed a $350.6 million term debt securitization (the “2036 Asset-Backed Debt”). In February 2026, the 2036 Asset-Backed Debt was refinanced through the $356.5 million collateralized loan obligation (the “2038-R Asset-Backed Debt”) iswhich includedmatures in theApril Consolidated Statement of Assets2038 and Liabilitieswas as100% debtfunded ofat the Company and the Subordinated Notes of the 2038-R Securitization Issuer were eliminated in consolidation.closing. As of MarchJune 31,30, 2026 and September 30, 2025, the Company had $287.0 million of 2038-R Asset-Backed Debt and 2036 Asset BackedAsset-Backed Debt, respectively, outstanding with a weighted average interest rate of 5.3% and 7.1%, respectively. As of MarchJune 31,30, 2026,2026 and September 30, 2025, the unamortized fees on the 2038-R Asset-Backed Debt and 2036 Asset Backed Debt, respectively, were $2.2$2.1 million and $2.4 million, respectively.
In February 2026, the Company closed the refinancing of the 2036 Asset-Backed Debt and a four-year reinvestment period and 12-year final maturity $356.5 million debt securitization in the form of a collateralized loan obligation (the “2038-R Asset-Backed Debt”). The 2038-R Asset-Backed Debt was executed through: (A) the issuance by the Issuers of the following classes of notes pursuant that certain indenture, dated February 2026: (i) $123.0 million of A-1-R Notes, which bear interest at the three-month SOFR plus 1.43%, (ii) $80.0 million of A-1-R Loans, which bear interest at three-month SOFR plus 1.43%, (iii) $14.0 million of Class A-2-R Notes, which bear interest at three-month SOFR plus 1.60%, (iv) $26.3 million of B-R Loans, which bear interest at three-month SOFR plus 1.75% and (v) $24.5 million of C-R Notes, which bear interest at three-month SOFR plus 2.15%, (vi) $19.3 million of D-R Notes, which bear interest at three-month SOFR plus 3.20%, (B) the issuance by the Issuer of $69.5 million of subordinated notes pursuant to the Indenture. The replacement debt matures in April 2038. The replacement debt was 100% funded at closing.
Our Investment Adviser serves as collateral manager to the 2038-R Securitization Issuer and 2036 Asset Backed debt, respectively, pursuant to the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
In February 2025, we completed the $474.6 million term debt securitization (the “2037 Debt Securitization”). The notes offered in the 2037 Debt Securitization were issued by the 2037 Securitization Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the 2037 Securitization Issuer. The Company retained $113.6 million of the debt securitization issued by the 2037 Securitization Issuer. The transaction was executed through (A) a private placement of $220.5 million of AAA(sf) Class A-1 Notes, which bear interest at the three-month SOFR plus 1.49% (the “2037 Class A-1 Notes”), (ii) $19.0 million of AAA(sf) Class A-2 Notes, which bear interest at three-month SOFR plus 1.60% (the “2037 Class A-2 Notes”), (iii) $28.5 million of AA(sf) Class B Notes, which bear interest at three-month SOFR plus 1.75% (the “2037 Class B Notes”), (iv) $38.0 million of A(sf) Class C Notes, which bear interest at three-month SOFR plus 2.20% (the “2037 Class C Notes”), (v) $28.5 million of BBB-(sf) Class D Notes, which bear interest at three-month SOFR plus 3.60%, (the “2037 Class D Notes” and, collectively with the 2037 Class A-2 Notes, the 2037 Class B Notes and the 2037 Class D Notes, the “2037 Secured Notes”), and (vi) $85.1 million of subordinated notes (the “2037 Subordinated Notes”) and (B) the borrowing by 2037 Securitization Issuer of $10.0 million under AAA(sf) Class A-1L-A floating rate loans (the “2037 Class A-1L-A Loans”) and $45.0 million under AAA(sf) Class A-1L-B floating rate loans ( the “2037 Class A-1L-B Loans” and, together with the 2037 Class A-1L-A Loans, the “2037 Asset-Backed Loans,” and collectively with the 2037 Notes, the “2037 Asset-Backed Debt”), which bear interest at three-month SOFR plus 1.49%. The 2037 Class A-1 Loans and the 2037 Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the 2037 Securitization Issuer. The 2037 Asset-Backed Debt is scheduled to mature on April 20, 2037. The Company initially retained the 2037 Class D Notes and the 2037 Subordinated Notes. A portion of the proceeds received by the 2037 Securitization Issuer from the loans securing the 2037 Class A-1 Loans and the 2037 Secured Notes may be used to purchase additional middle market loans under the direction of the Investment Adviser through April 20, 2029. On November 25, 2025 the Company sold $28.5 million of BBB -(sf) Class D Notes, to a third party. As of March 31, 2026, the Company no longer consolidates the BBB-(sf) Class D Notes. The 2037 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the 2037 Class D Notes and the 2037 Subordinated Notes of the 2037 Securitization Issuer were eliminated in consolidation.
In February 2025, we completed the $474.6 million 2037 Debt Securitization. The 2037 Asset-Backed Debt is secured by a portfolio of middle market loans and participation interest in the middle market loans held by the 2037 Securitization Issuer and matures on April 20, 2037. As of MarchJune 31,30, 2026 and September 30, 2025, the Company had $389.5 million and $361.0 million of 2037 Asset-Backed Debt outstanding with a weighted average interest rate of 5.4% and 5.9%, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the unamortized fees on the 2037 Asset-Backed Debt were $2.4$2.2 million and $2.7 million, respectively.
On July 17, 2024, we entered into equity distribution agreements (together, the "Equity Distribution Agreements") with Citizens JMP Securities, LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. as the sales agents (collectively the "Sales Agents" and each a "Sales Agent") in connection with the 2024 ATM Program. The Equity Distribution Agreements provide that we may offer and sell shares of our common stock from time to time through the Sales Agents in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time,time including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the 2024 ATM Program offerings, net of any commissions of the Sale Agents, will not be less than our then current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us. In connection with the entry into the Equity Distribution Agreements, the Company terminated the equity distribution agreements with each of Citizens JMP Securities LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. in connection with the 2022 ATM Program.
During the three and sixnine months ended MarchJune 31,30, 2026, we did not issue any shares of our common stock under the 2024 ATM Programs.Program. During the three and sixnine months ended MarchJune 31,30, 20252025, we issued 11,562,0002,800,000 shares and 18,838,00021,638,000 shares of our common stock under the 2024 ATM Programs,Program, respectively, at an average price of $11.34$11.31 per share and $11.35$11.34 per share raising $131.0$31.6 million and $213.2$244.8 million of net proceeds after commissions to Sales Agents (as defined below) and inclusive of proceeds from the Investment Adviser to ensure that all shares were sold at or above NAV, respectively. During the three and sixnine months ended MarchJune 31,30, 2026, we did not incur any legal and other offering costs associated with establishing the 2024 ATM Programs.Program. During the three and sixnine months ended MarchJune 31,30, 2025, we incurred $0.2$0.1 million and $0.2$0.3 million of legal and other offering costs associated with establishing the 2024 ATM Programs.Program. As of MarchJune 31,30, 2026 and September 30, 2025, we had $192.2 million and $192.2 million, respectively, of our common stock available to be sold under the 2024 ATM Programs.Program.
As of MarchJune 31,30, 2026 and September 30, 2025, we had cash and cash equivalents of $121.9$100.8 million and $122.7 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.
For the sixnine months ended MarchJune 31,30, 2026, our operating activities provided cash of $172.9$276.1 million and our financing activities used cash of $173.7$298.0 million. Our operating activities provided cash primarily due to our investment activities and our financing activities used cash primarily due to repayments of our Credit Facility and 2026 Notes offset by proceeds received from the sales of $28.5 million of 2037 Class D Notes, $21.0 million of 2036-R Asset-Backed Debt D-R Notes to third parties and the issuance of $200.0 million of our 2029 Notes and the issuance of $105.0 million of our 2031 Notes.
For the sixnine months ended MarchJune 31,30, 2025, our operating activities used cash of $350.8$386.1 million and our financing activities provided cash of $350.1$376.7 million. Our operating activities used cash primarily due to our investment activities and our financing activities provided cash primarily due to borrowings under our Credit Facility, proceeds from the 2037 Asset-Backed debt and proceeds from public offerings under our 2024 ATM Program.Program partially offset by repayments of our Credit Facility.
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of March 31, 2026 and September 30, 2025, PSSL had total assets of $1,248.8 million and $1,153.7 million, respectively, and its investment portfolio consisted of investments in 120 and 117 portfolio companies, respectively. As of March 31, 2026, at fair value, the largest investment in a single portfolio company in PSSL was $24.9 million and the five largest investments totaled $111.9 million. As of September 30, 2025, at fair value, the largest investment in a single portfolio company in PSSL was $20.9 million and the five largest investments totaled $99.3 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We and Kemper provide capital to PSSL in the form of first lien secured debt and equity interests. As of March 31, 2026 and September 30, 2025, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $237.7 million (zero remaining unfunded) and $237.7 million (zero remaining unfunded), respectively, and equity interests of $163.1 million ($26.3 million remaining unfunded) and $123.7 million ($65.6 remaining unfunded), respectively. During the three and six months ended March 31, 2026, the Company made capital contributions of zero and approximately $39.4 million of assets at their most recent fair market value as of the date of the transaction.
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of June 30, 2026 and September 30, 2025, PSSL had total assets of $1,198.0 million and $1,153.7 million, respectively, and its investment portfolio consisted of investments in 120 and 117 portfolio companies, respectively. As of June 30, 2026, at fair value, the largest investment in a single portfolio company in PSSL was $24.8 million and the five largest investments totaled $107.2 million. As of September 30, 2025, at fair value, the largest investment in a single portfolio company in PSSL was $20.9 million and the five largest investments totaled $99.3 million. PSSL invests in portfolio companies in the same industries in which we may directly invest. We and Kemper provide capital to PSSL in the form of first lien secured debt and equity interests. As of June 30, 2026 and September 30, 2025, we and Kemper owned 87.5% and 12.5% respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $237.7 million (zero remaining unfunded) and $237.7 million (zero remaining unfunded), respectively, and equity interests $163.1 million ($26.3 million remaining unfunded) and $123.7 million ($65.6 remaining unfunded), respectively. During the three and nine months ended June 30, 2026, the Company made capital contributions of zero and approximately $39.4 million of assets at their most recent fair market value as of the date of the transaction We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee, provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee constitutes a quorum, provided that two individuals are present that were elected, designated or appointed by each member.
In May 2024, PSSL completed the refinancing of the 2032 Asset-Backed Debt through a $300.7 million debt securitization in the form of a collateralized loan obligation, or the "2036 PSSL Asset-Backed Debt". The 2036 PSSL Asset-Backed Debt is secured by a carefully constructed portfolio of PennantPark CLO II, Ltd., a wholly owned subsidiary of PSSL, consisting primarily of middle market loans and participation interest in middle market loans. The 2036 PSSL Asset-Backed Debt matures in April 2036. PSSL retained the preferred shares and Class E-R Notes through a consolidated subsidiary as of MarchJune 31,30, 2026.
Below is a listing of PSSL’s individual investments as of MarchJune 31,30, 2026 (Par and $ in thousands):
PFLT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 5,770 shares, about $50.0K) and open-market sales in 0 filings. Net open-market shares: 5,770 (purchases minus sales); net value about $50.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-12 | Briones Jose A |
Open-market purchase | 5,770 | $8.67 | $50.0K |
Well-known investors holding PFLT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 173,041 | $1.3M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 156,573 | $1.2M | 0.0% | Reduced 3% |
| Two Sigma Investments | 2026-06-30 | 20,500 | $153.3K | 0.0% | Reduced 93% |