PNNT 10-K & 10-Q changes, risk factors and insider trading
Pennantpark Investment Corp. · NYSE · CIK 1383414 · 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 control over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and result of operations accurately and on a timely basis could be adversely affect.”
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.”
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 63 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 control over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and result of operations accurately and on a timely basis could be adversely affect.”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 (18)
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 a 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 control over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and result of operations accurately and on a timely basis could be adversely affect.
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 63 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 our Facilities,Credit Facility, 2026 Notes, and 2026 Notes-2 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.
As of September 30, 2025 and 2024, our asset coverage ratio, as computed in accordance with the 1940 Act, was 163% and 164%, respectively.
As of September 30, 2024 and 2023, our asset coverage ratio, as computed in accordance with the 1940 Act, was 164% and 195%, respectively. Since our leverage, including SBA debentures outstanding, was 157% and 105% of our net assets as of September 30, 2024 and 2023, respectively, we would have to receive an annual return of at least 3.7% and 2.5%, respectively, to cover annual interest payments.
Our Truist Credit Facility matures in July 2027, our 2026 Notes mature in November 2026 and our 2026 Notes-2 mature in May 2026. Additionally, our SBA debentures mature between March 2026 and March 2028. We utilize proceeds from the Truist Credit Facility, our 2026 Notes, our 2026 Notes-2 and our SBA debentures to make investments in our portfolio companies. The duration of many of our investments exceeds or will exceed the duration of our indebtedness under our Truist Credit Facility, our 2026 Notes and our 2026 Notes-2. This means that we will have to extend the maturity of our Truist Credit Facility or refinance our indebtedness in order to avoid selling investments at maturity of any of our debt investments, at which time such sales may be at prices that are disadvantageous to us, which could materially damage our business. In addition, future market conditions may affect our ability to renew or refinance our Truist Credit Facility, our 2026 Notes and our 2026 Notes-2 on terms as favorable as those in our existing indebtedness. If we fail to extend or refinance the indebtedness by the time it becomes due and payable, holders of the debt and/or the administrative agent may elect to exercise various remedies, including the sale of all or a portion of the collateral securing such indebtedness, subject to certain restrictions, any of which could have a material adverse effect on our business, financial condition and results of operations. The illiquidity of our investments may make it difficult for us to sell such investments. If we are required to sell our investments on short-term notice, we may not receive the value that we have recorded for such investments, and this could materially affect our results of operations.
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 and the 2026 Notes-2 may be redeemable in whole or in part upon certain conditions at any time, or from time to time, at our option on or after OctoberFebruary 15,1, 2026 or FebruaryAugust 1, 2026, respectively. We may choose to redeem the 2026 Notes or the 2026 Notes-2 at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the 2026 Notes or the 2026 Notes-2 being redeemed.
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 U.S. 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 to 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)
Largest changes
“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
As of September 30,see in full comparison2024,2025, wehadissued $165.0 million in aggregate principal amount of our 2026 Notes-2outstanding.at a public offering price per note of 99.4%. Interest on the 2026NotesNotes-2 is paidsemi-annuallysemiannually on May 1 and November1,1 of each year, at a rate of4.0%4.00% per year, commencing May 1, 2022. The effective interest rate is 4.12%. The 2026 Notes-2 mature on November 1,2026,and2026 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-2 aredirect unsecuredgeneral,unsecured obligations and rankpari passuequal in right of payment with all of our existing and future senior unsecuredunsubordinatedindebtedness. The 2026 Notes-2 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-2 on any securities exchange or automated dealer quotation system.
As of September 30,see in full comparison2024,2025, wehadissued $150.0 million in aggregate principal amount of our 2026 Notesoutstanding.at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November1,1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.62%. The 2026 Notes mature on May 1,2026,2026 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 aredirectgeneral, unsecured obligations and rankpari passuequal in right of payment with all of our existing and future senior unsecuredunsubordinatedindebtedness. 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, financingvehicles, orvehicles,or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30,see in full comparison20242025 andSeptember 2023,2024, there was $246.0 million of external 2035 Asset-Backed Debt. On July 21, 2025, CLO VII closed a partial refinancing of the 2035 Debt Securitization where the $21.0 million Class B (B-R) Senior Secured Floating Rate Notes interest rate was decreased to SOFR plus 2.0%, the $24.0 million Class C (C-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 2.3% and the $18.0 million Class D (D-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 3.4%.
“On December 23, 2024, PennantPark CLO X, LLC ("CLO X”) completed a $400.5 million debt securitization in the form of a collateralized loan obligation (the "2037 Debt Securitization" or"2037 Asset-Backed Debt"). The 2037 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. …”see in full comparison
“In November 2023, the Financial Accounting Standards Board (FASB) issues ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. …”see in full comparison
Full comparison: every changed paragraph (41)
We execute our investment strategy directly and through our wholly owned subsidiaries, our unconsolidated joint venture and unconsolidated limited partnership. The term “subsidiary” means entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. The Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities of securities or other assets other than entities wholly owned by the Company. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. Our subsidiaries comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. To the extent that the Company forms a subsidiary advised by an investment adviser other than the Investment Adviser, the investment adviser to such subsidiaries will comply with the provisions of the 1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act. Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. PennantPark Investment, through the Investment Adviser, had provided similar services to SBIC II under its investment management agreement. SBIC II’s investment management agreement has no effect the management and incentive fees on a consolidated basis. We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. PennantPark Investment, through the Administrator, has provided similar services to SBIC II under its administration agreement with us. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities, and the Investment Adviser supervises our day-to-day activities.
On June 4, 2024, we entered into equity distribution agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. (together, the "Equity Distribution Agreements"), as sales agents (each a "Sales Agent" and together, 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 offering ("ATM Program"). 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 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. On April 28, 2025, our registration statement pursuant to which shares were issued under the ATM Program expired.
As of September 30, 2024,2025, our portfolio totaled $1,328.1$1,287.3 million and consisted of $667.9$582.4 million or 50%45% of first lien secured debt, $99.6$124.8 million or 8%10% of U.S. Government Securities, $67.2$18.2 million or 5%1% of second lien secured debt, $181.7$201.2 million or 14%16% of subordinated debt (including $115.9$140.3 million or 9%11% in PSLF) and $311.7$360.7 million or 23%28% of preferred and common equity (including $67.9$67.5 million or 5% in PSLF). Our interest bearing debt portfolio consisted of 94%91% variable-rate investments and 6%9% fixed-rate investments. As of September 30, 2024,2025, we had twofour portfolio companies on non-accrual, representing 4.1%1.3% and 2.3%0.1% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $11.2$50.4 million as of September 30, 2024.2025. Our overall portfolio consisted of 152166 companies with an average investment size of $8.1$7.0 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 12.3%.11.0%.
As of September 30, 2023,2024, our portfolio totaled $1,101.7$1,328.1 million and consisted of $527.7$667.9 million or 48%50% of first lien secured debt, $99.8$99.6 million or 9%8% of US Government Securities, $80.4$67.2 million or 7%5% of second lien secured debt, $156.2$181.7 million or 14% of subordinated debt (including $102.3$115.9 million or 9% in PSLF) and $237.6$311.7 million or 22%23% of preferred and common equity (including $62.1$67.9 million or 6%5% in PSLF). Our interest bearing debt portfolio consisted of 95%94% variable-rate investments and 5%6% fixed-rate investments. As of September 30, 2023,2024, we had onetwo portfolio companycompanies on non-accrual, representing 1.2%4.1% and zero percent2.3% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciationappreciation of $16.3$11.2 million as of September 30, 2023.2024. Our overall portfolio consisted of 129152 companies with an average investment size of $7.8$8.1 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 13.0%.12.3%.
For the year ended September 30, 2024,2025, we invested $774.6$746.6 million of investments in 4128 new and 81161 existing portfolio companies with a weighted average yield on debt investments of 11.7 %10.2% (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $555.4$810.4 million (excluding U.S. Government Securities).
As of September 30, 2023,2024, PSLF’s portfolio totaled $804.2$1,031.2 million, consisted of 90102 companies with an average investment size of $8.9$10.1 million and had a weighted average yield on debt investments of 12.1%.11.3%. As of September 30, 2023,2024, allapproximately 100% of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2023,2024, PSLF invested $176.2$396.1 million (of which $127.8$308.8 million was purchased from the Company) in 2120 new and 2324 existing portfolio companies with a weighted average yield on debt investments of 11.8%. PSLF’s sales and repayments of investments for the same period totaled $106.6$172.9 million.
The audit committee of our board of directors reviews the preliminary valuations of the 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.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under 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 our Truist Credit Facility. We elected to use the fair value option for the Truist 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 expenses of zero,$0.3 million, zero, and $5.1 millionzero relating to amendment costs on the Truist Credit Facility during the years ended September 30, 2024,2025, 20232024 and 2022,2023, 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 Truist Credit Facility are reported in our Consolidated Statements of Operations. We elect not to apply ASC 825-10 to any other financial assets or liabilities, 2026 Notes, and 2026 Notes-2.
For the years ended September 30, 2025, 2024, 2023, and 20222023 the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(4.40.1) million, $(3.84.4) million and $7.5$(3.8) million, respectively. As of September 30, 20242025 and 2023,2024, the net unrealized appreciation (depreciation) on our Truist Credit Facility totaled $1.1$(1.0) million and $5.5$(1.1) million. We use a nationally recognized independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments.
For the years ended September 30, 2024,2025, 20232024 and 20222023 the Company recognized a provision for taxes of $(0.2)less than $0.1 million, $5.0$0.2 million, and $6.2$(5.0) million respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2025, 2024, 2023, and 20222023 the Company recognized a provision for taxes of zero, $(0.7) million, $1.6 million and $(0.9)$1.6 million, respectively, on net unrealized gain (loss) on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during the fiscal year and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains.
During the year ended September 30, 2024,2025, 20232024 and 20222023 the Company paid zero,$0.2, zero, and $4.0zero 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 8,25, 2023.2024.
Investment income for the year ended September 30, 20242025 was $143.8$122.4 million and was attributable to $104.8$89.9 million from first lien secured debt, $9.8$3.8 million from second lien secured debt and $3.0$4.4 million from subordinated debt and $26.2$24.3 from other investments. The decrease in investment income compared to the same periods in the prior year was primarily due to a decrease in our total portfolio including a decrease in our weighted average yield on debt investment and a decrease in dividend income.
Investment income for the year ended September 30, 20232024 was $145.4$143.8 million and was attributable to $97.2$104.8 million from first lien secured debt, $13.8$9.8 million from second lien secured debt and $4.7$3.0 million from subordinated debt and $29.7$26.2 million from preferredother and common equity.investments.
Net expenses for the year ended September 30, 20242025 totaled $83.7$76.3 million. Base management fee for the same period totaled $16.7$16.2 million, incentive fee totaled $12.7$9.8 million, debt related interest and other financing expenses totaled $45.2$41.6 million and general and administrative expenses totaled $6.6$6.1 million and provision for taxes and totaled $2.6 million. The increasedecrease in expenses over the prior year was primarily due to an increasedecrease in debt related interest and expenses.expenses on debt and a decrease in incentive fees.
For the years ended September 30, 20242025 and 20232024 net investment income totaled $46.1 million, or $0.71 per share, and $60.1 million, or $0.92 per share, and $65.5 million, or $1.00 per share, respectively. The decrease in net investment income per share compared to the prior year was primarily due to an increase in debt-related interest expenses anda decrease in dividendinvestment income.income and partially offset by a decrease in expenses.
For the years ended September 30, 20242025 and 2023,2024, we reported net change unrealized appreciation (depreciation) on investments of $26.8$39.2 million and $61.2$26.8 million, respectively. As of September 30, 20242025 and 2023,2024, our net unrealized appreciation (depreciation) on investments totaled $11.2$50.4 million and $(16.3)$11.2 million, respectively. The net change in unrealized appreciation/depreciation on our investments for the year ended September 30, 2024 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 and the fluctuation in the market and in the economy, as discussed above under the “Forward-Looking Statements” section above..
For the years ended September 30, 20242025 and 2023,2024, we reported a net unrealized appreciation (depreciation) in our Truist Credit Facility of $(4.40.1) million and $(3.84.4) million, respectively. As of September 30, 20242025 and 2023,2024, our net unrealized appreciation (appreciationdepreciation) depreciation on our Truist Credit Facility totaled $1.1$(1.0) million and $5.5$(1.1) million, respectively. The net change in unrealized appreciation (depreciation for the year ended September 30, 2024) compared to the same periods in their prior yearperiods was primarily due to changes in the capital markets, as further discussed above under “Forward-Looking Statements”.
Net change in net assets resulting from operations totaled $32.7 million, or $0.50 per share, and $48.9 million, or $0.75 per share, and $(33.8) million, or $(0.52) 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 largerlower depreciationnet ofinvestment theincome portfolioin the prior yearwas primarily driven by changesa decrease in marketinvestment conditions,income from a decrease in our total portfolio and decrease in our weighted average yield on debt, as discussed above under “Forward-Looking Statements”.
As of September 30, 2024,2025, we had the multi-currency Truist Credit Facility for up to $475.0$500.0 million,million (increased from $475 million in February 2025), which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 20242025 and 2023,2024, we had $461.5$426.5 million and $212.4$461.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 7.2%6.5% and 7.7%,7.2%, respectively, exclusive of the fee on undrawn commitments, as of September 30, 20242025 and 2023.2024. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 and pricing set at 235 basis points over SOFR. As of September 30, 20242025 and 2023,2024, we had $13.5$73.5 million and $262.6$13.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of September 30, 2024,2025, we were in compliance with the terms of the Truist Credit Facility.
As of September 30, 2024,2025, we hadissued $150.0 million in aggregate principal amount of our 2026 Notes outstanding.at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1,1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.62%. The 2026 Notes mature on May 1, 2026,2026 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 directgeneral, unsecured obligations and rank pari passuequal in right of payment with all of our existing and future senior unsecured unsubordinated 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, orvehicles,or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
As of September 30, 2024,2025, we hadissued $165.0 million in aggregate principal amount of our 2026 Notes-2 outstanding.at a public offering price per note of 99.4%. Interest on the 2026 NotesNotes-2 is paid semi-annuallysemiannually on May 1 and November 1,1 of each year, at a rate of 4.0%4.00% per year, commencing May 1, 2022. The effective interest rate is 4.12%. The 2026 Notes-2 mature on November 1, 2026,and2026 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-2 are direct unsecuredgeneral,unsecured obligations and rank pari passuequal in right of payment with all of our existing and future senior unsecured unsubordinated indebtedness. The 2026 Notes-2 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-2 on any securities exchange or automated dealer quotation system.
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our investments, among other sources. In particular, in connection with the maturities of the 2026 Notes and the 2026-2 Notes, which will mature on May 1, 2026 and November 1, 2026, respectively, we intend to seek alternate sources of financing, including the issuance of additional unsecured notes. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the Truist Credit Facility, 2026 Notes, and 2026 Notes-2. Furthermore, the Truist Credit Facility availability depends on various covenants and restrictions. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate or strategic purposes such as stock repurchase program.
Our operating activities used cash of $(172.4) million for the year ended September 30, 2024, and our financing activities provided cash of $183.4 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily from borrowings under our Truist Credit Facility.
OurFor the year ended September 30, 2025, our operating activities provided cash of $222.9$104.8 million for the year ended September 30, 2023, and our financing activities used cash of $239.2$102.9 million for the same period.million. Our operating activities provided cash primarily fromfor our investment activities and our financing activities used cash primarily from net repayments under our Truist Credit Facility.Facility and distributions to stockholders.
For the year ended September 30, 2025 our operating activities used cash of $172.4 million and our financing activities provided cash of $183.4 million. Our operating activities used cash primarily from our investment activities and our financing activities provided cash primarily from borrowings under our Truist Credit Facility.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 20242025, we and 2023,Pantheon owned 55.8% and 44.2%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2024, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 20242025 and 2023,2024, our investment in PSLF consisted of subordinated notes of $115.9$140.3 million and $102.3$115.9 million, respectively, and equity interests of $67.4$82.4 million and $58.6$67.4 million, respectively. In October 2024, the Company made a capital contribution of approximately $26.3 million of assets at their most recent fair market value as of the date of the transaction.
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $400 million (increased from $325.0 million in August 2024) senior secured revolving credit facilityfacility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 260225 basis points during the investment period,period orand the PSLF Credit Facility, with BNP Paribas,is subject to leverage and borrowing base restrictions.
On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30, 20242025 and September 2023,2024, there was $246.0 million of external 2035 Asset-Backed Debt. On July 21, 2025, CLO VII closed a partial refinancing of the 2035 Debt Securitization where the $21.0 million Class B (B-R) Senior Secured Floating Rate Notes interest rate was decreased to SOFR plus 2.0%, the $24.0 million Class C (C-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 2.3% and the $18.0 million Class D (D-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 3.4%.
On December 23, 2024, PennantPark CLO X, LLC ("CLO X”) completed a $400.5 million debt securitization in the form of a collateralized loan obligation (the "2037 Debt Securitization" or"2037 Asset-Backed Debt"). The 2037 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2037 Debt Securitization was executed through a private placement of: (i) $158.0 million Class A-1 Notes maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (ii) $30.0 million Class A-1A Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iii) $40.0 million Class A-1W Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iv) $16.0 million Class A-2W Loans due 2037, which bear interest at the three-month SOFR plus 1.75%, (v) $28.0 million Class B Notes due 2037, which bear interest at the three-month SOFR plus 1.85%, (vi) $32.0 million Class C Notes due 2037, which bear interest at the three-month SOFR plus 2.40%., (vii) $24.0 million Class D Notes due 2037, which bear interest at the three-month SOFR plus 3.85%. As of September 30, 2025, there was $328.0 million of external 2037 Asset-Backed Debt and $1.9 million of un-amortized financing cost.
On August 28, 2024, PSLF and Pantheon entered into an amendment (the “Amendment”) to PSLF’s limited liability company agreement (the “LLC Agreement”). The Amendment amended the term of PSLF, which would have otherwise expired on January 31, 2025, to be indefinite, subject to the other terms of dissolution, wind down and termination in the LLC Agreement. The Amendment also modified the LLC Agreement to permit any member of PSLF (each, a “Member”) to request to redeem its interests in PSLF (in minimum tranches of 25% of the interests then-owned by such Member) at any time. Under the Amendment, PSLF is required to use commercially reasonable efforts to redeem any such Member’s interests within 18 months and, in any event, within three years from the date of such redemption request, subject to customary limitations with respect to the liquidity of PSLF and the requirement that the Company’s proportionate share or ownership of PSLF not exceed 87.5%. It is contemplated that any such redemption would be funded by either principal proceeds from repayments of investments in underlying portfolio companies of PSLF or the proceeds of any new Member’s investment into PSLF.
As of September 30, 2025, all investments are in US Companies. Total cost, fair value, and percentage of Net Assets for U.S. Companies were $1,289.3 million, $1,265.9 million and 1,046.0% Non-accrual security Partial non-accrual PIK Security.
The securitiessecurities, are,or a portion thereof, are not 1) pledged as collateral under the BNP Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC;LLC, or, 3or,3) securing the 2035 Asset-Backed Debt and held through PennantPark CLO VII, LLC, or 4) securing the 2037 Asset-Backed Debt and held through PennantPark CLO X, LLC Below is a listing of PSLF’s individual investments as of: September 30, 20232024 ($ in thousands):
Represents the purchase of a security with delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.
As of September 30, 2024, all investments are in US Companies. Total cost, fair value, and percentage of Net Assets for U.S. Companies were $1,036.3 million, $1,031.2 million and 918.5% The securities are, 1) pledged as collateral under the BNP Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC; or, 3) securing the 2035 Asset-Backed Debt held through PennantPark CLO VII, LLC Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):
* AsFor the years ended of September 30, 20242025 and 2023,2024, PSLF had zero and $0.5 million and zero millionof unfunded commitments to fund investments, respectively.investments.
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The FASB approved an (optional) two year extension to December 31, 2024, for transitioning away from LIBOR. The Company has adopted the ASU 2020-04, the effect of which was not material to the consolidated financial statements and the notes thereto.statements.
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”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company has adopted the new accounting standard implementing appropriate controls and procedures, the effect of which was not material to the consolidated financial statements and the notes thereto.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company ishas currently evaluating the impact the adoptionadopted of this new accounting standardstandard, willthe haveeffect onwas itsnot material to the consolidated financial statements, but the impact of the adoption is not expected to be material.statements.
In November 2023, the Financial Accounting Standards Board (FASB) issues ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities' segment disclosure by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosure of a reportable segment's profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning December 15, 2024, and should be applied on a retrospective basis to all periods presented, noting early adoption is permitted. The Company has adopted ASU 2023.07 effective September 30, 2025 and concluded that the application of this guidance did not have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023 - 09 "Improvements to Income Tax Disclosures" ("ASU 2023 - 09"). ASU 2023 - 09 intends to improve the transparency of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. We are currently assessing the impact of this guidance, however, we do not expect a material impact to our consolidated financial statements.
What changed in the latest 10-Q
Risk Factors
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Management's Discussion & Analysis (MD&A)
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“As of March 31, 2026, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semiannually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.62% The 2026 Notes mature on May 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 direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. …”see in full comparison
“On June 4, 2024, we entered into the Equity Distribution Agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. as 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 ATM Program. 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. …”see in full comparison
For the three andsee in full comparisonsixnine months endedMarchJune31,30, 2026, expenses totaled$15.6$15.9 million and$35.9$51.8 million, respectively, and were comprised of$8.1$8.8 million and$22.5$31.3 million of debt related interest and expenses,$3.6$3.5 million and$7.5$11.0 million of base management fees,$2.0$1.9 million and$2.0$3.9 million of incentive fees, $1.5 million and$2.8$4.3 million of general and administrative expenses and$0.5$0.2 million and$1.1$1.3 million of provision for excise taxes, respectively. For the three andsixnine months endedMarchJune31,30, 2025, expenses totaled$19.2$17.8 million and$40.4$58.2 million, respectively, and were comprised of$10.6$9.2 million and$22.4$31.6 million of debt-related interest and expenses,$4.0$3.9 million and$8.3$12.2 million of base management fees,$2.4$2.5 million and$5.2$7.7 million of incentive fees,$1.6$1.5 million and$3.3$4.8 million of general and administrative expenses and$0.6$0.7 million and$1.3$1.9 million of provision for excise taxes, respectively. The decrease in expenses for the three andsixnine months endedMarchJune31,30, 2026, was primarily due to a decrease in borrowing under our debt financings resulting in decrease in debt related interest expense.
“increasing levels of inflation, and its impact on us and our portfolio companies;”see in full comparison
“the level of inflation, and its impact on us and our portfolio companies;”see in full comparison
For the three andsee in full comparisonsixnine months endedMarchJune31,30, 2026, investment income was$24.9$24.8 million and$52.2$77.0 million, respectively, which was attributable to $12.8 million and$28.5$41.3 million from first lien secured debt, $0.5 million and$0.9$1.4 million from second lien secured debt,$6.4$6.6 million and$12.9$19.5 million from subordinated debt,$5.2$4.9 and$9.9$14.8 million from other investments, respectively. For the three andsixnine months endedMarchJune31,30, 2025, investment income was$30.7$29.6 million and$64.9$94.4 million, respectively, which was attributable to$17.9$17.2 million and$38.9$56.1 million from first lien secured debt,$1.0$0.4 million and$3.0$3.4 million from second lien secured debt,$5.3$5.5 million and$10.6$16.0 million from subordinated debt and $6.5 million and$12.4$18.9 million from other investments, respectively. The decrease in investment income for three andsixnine months endedMarchJune31,30, 2026, was primarily due to a decrease in our total portfolio size and a decrease in our weighted average yield on debt investments.
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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;
As of MarchJune 31,30, 2026, our portfolio totaled $1,203.5$1,193.2 million and consisted of $481.7$424.5 million or 40%35% of first lien secured debt, $209.4$269.3 million or 17%23% of U.S. Government Securities, $14.8 million or 2%1% of second lien secured debt, $207.1$209.2 million or 17%18% of subordinated debt (including $140.3 million or 12% in PSLF) and $290.5$275.4 million or 24%23% of preferred and common equity (including $53.9$51.6 million or 4% in PSLF). Our interest bearing debt portfolio consisted of 88%87% variable-rate investments and 12%13% fixed-rate investments. As of MarchJune 31,30, 2026, we had four portfolio companies on non-accrual, representing 2.7%2.5% and 1.3%0.8% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation (depreciation) of $(18.835.0) million as of MarchJune 31,30, 2026. Our overall portfolio consisted of 162159 companies with an average investment size of $6.1$5.8 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 10.9%.11.0%.
For the three months ended MarchJune 31,30, 2026, we invested $108.2$77.0 million in sixfive new and 5249 existing portfolio companies with a weighted average yield on debt investment of 9.0%.8.9%. For the three months ended MarchJune 31,30, 2026, sales and repayments of investments totaled $113.4$145.5 million including $9.3$65.3 million sold to PSLF. For the sixnine months ended MarchJune 31,30, 2026, we invested $223.4$300.4 million in nine14 new and 7484 existing portfolio companies with a weighted average yield on debt investments of 9.4%.9.3%. For the sixnine months ended MarchJune 31,30, 2026, sales and repayments of investments totaled $386.6$532.1 million including $138.2$203.4 million sold to PSLF. The investments, sales and repayments noted above exclude all purchases and sales of U.S. Government Securities.
For the three months ended MarchJune 31,30, 2025, we invested $176.8$87.7 million in threefour new and 5228 existing portfolio companies with a weighted average yield on debt investments of 10.7%.10.0%. For the three months ended MarchJune 31,30, 2025, sales and repayments of investments totaled $263.1$132.2 million including $154.4$21.8 million sold to PSLF. For the sixnine months ended MarchJune 31,30, 2025, we invested $472.5$560.2 million in 1519 new and 96112 existing portfolio companies with a weighted average yield on debt investments of 10.6%.10.5%. For the sixnine months ended MarchJune 31,30, 2025, sales and repayments of investments totaled $616.8$749.0 million including $441.0$462.8 million was sold to PSLF. The investments, sales and repayments noted above exclude all purchases and sales of U.S. Government Securities.
As of MarchJune 31,30, 2026, PSLF’s portfolio totaled $1,314.3$1,278.4 million, consisted of 114113 companies with an average investment size of $11.5$11.3 million and had a weighted average yield interest bearing debt investments of 9.6%.9.5%.
For the three months ended MarchJune 31,30, 2026, PSLF invested $10.5$65.3 million in zerofive new and two13 existing portfolio companies at weighted average yield interest bearing debt investments of 9.2%,9.0%, including $9.3$65.3 million purchased from the Company. PSLF’s sales and repayments of investments for the same period totaled $45.3$99.2 million. For the sixnine months ended MarchJune 31,30, 2026, PSLF invested $140.0$205.3 million, including $138.2$203.4 million purchased from the Company, in 1116 new and 1524 existing portfolio companies at weighted average yield interest bearing debt investments of 9.2%.9.1%. PSLF’s sales and repayments of investments for the same period totaled $70.6$169.9 million.
For the three months ended MarchJune 31,30, 2025, PSLF invested $169.9$22.0 million, including $154.4$21.8 million purchased from the Company, in eightthree new and 14one existing portfolio companies at weighted average yield on interest bearing debt investments of 10.1%.9.8%. PSLF’s sales and repayments of investments for the same period totaled $48.3$71.4 million. For the sixnine months ended MarchJune 31,30, 2025, PSLF invested $523.7$545.7 million, including $441.0$462.8 million purchased from the Company, in 2326 new and 57 existing portfolio companies at weighted average yield interest bearing debt investments 10.4%.10.3%. PSLF's sales and repayments of investments for the same period totaled $157.4$228.8 million.
On June 4, 2024, we entered into the Equity Distribution Agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. as the 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 ATM Program. 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 equity distribution agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with ATM Program offerings will not be made at price less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us. On April 28, 2025, our registration statement pursuant to which shares were issued under the ATM Program expired.
During the three and sixnine months ended MarchJune 31,30, 2026 and 2025, we did not issue any shares under the ATM 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, including the credit worthiness of our portfolio companies. 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 three 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 are classified as Level 3. Our 2026 Notes, 2026 Notes-2,Notes-2 and 2029 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 2026 Notes, 2026 Notes-2, 2029 Notes and our Truist Credit Facility valuations, 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 under ASC Subtopic 825-10, Financial Instruments ("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 Truist Credit Facility. We elected to use the fair value option for the Truist 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 $3.9 million of expenses relating to amendment costs on the Truist Credit Facility during the three and sixnine months ended MarchJune 31,30, 2026, respectively. Due to that election and in accordance with GAAP, we incurred zero and $0.3 million of expenses related to amendment costs on the Truist Credit Facility during the three and sixnine months 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 Truist Credit Facility is 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, 2026 Notes-2,Notes-2 and 2029 Notes.
For the three and sixnine months ended MarchJune 31,30, 2026, the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $1.0$(0.3) million and $1.0$0.7 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(1.43.0) million and $1.9$(1.0) million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the net unrealized appreciation (depreciation) on the Truist Credit Facility totaled $2.0$1.7 million and $1.0 million, respectively. We use an independent valuation service to measure the fair value of our Truist 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 $0.5$0.2 million and $1.1$1.3 million, respectively, 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 $0.6$0.7 million and $1.3$1.9 million, respectively, all of which pertains to U.S. federal excise tax.
For the three and sixnine months ended MarchJune 31,30, 2026, the Company recognized a provision for taxes of zeroless than $(0.1) and less than $0.1$(0.1) million on net realized gain (loss) on investments by the Taxable Subsidiary, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Company recognized a provision for taxes of less than $0.1$(0.1) and million less than $(0.1) million on net realized gain (loss) on investments by the Taxable Subsidiary, respectively. For the three and sixnine months ended MarchJune 31,30, 2026, the Company recognized a provision for taxes of zero and zero on net unrealized gain (loss) on investments by the Taxable Subsidiary, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Company recognized a provision for taxes of less than $0.1 millionzero and zero on net unrealized gain (loss) on investments by the Taxable Subsidiary, respectively. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which is likely to be realized and unrealized during fiscal year ending and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains.
During the three and sixnine months ended MarchJune 31,30, 2026 and 2025, the Taxable Subsidiary did not make any federal tax payments. As of MarchJune 31,30, 2026, we did not have a state or local tax liability.
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 $24.9$24.8 million and $52.2$77.0 million, respectively, which was attributable to $12.8 million and $28.5$41.3 million from first lien secured debt, $0.5 million and $0.9$1.4 million from second lien secured debt, $6.4$6.6 million and $12.9$19.5 million from subordinated debt, $5.2$4.9 and $9.9$14.8 million from other investments, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, investment income was $30.7$29.6 million and $64.9$94.4 million, respectively, which was attributable to $17.9$17.2 million and $38.9$56.1 million from first lien secured debt, $1.0$0.4 million and $3.0$3.4 million from second lien secured debt, $5.3$5.5 million and $10.6$16.0 million from subordinated debt and $6.5 million and $12.4$18.9 million from other investments, respectively. The decrease in investment income for three and sixnine months ended MarchJune 31,30, 2026, was primarily due to a decrease in our total portfolio size and a decrease in our weighted average yield on debt investments.
For the three and sixnine months ended MarchJune 31,30, 2026, expenses totaled $15.6$15.9 million and $35.9$51.8 million, respectively, and were comprised of $8.1$8.8 million and $22.5$31.3 million of debt related interest and expenses, $3.6$3.5 million and $7.5$11.0 million of base management fees, $2.0$1.9 million and $2.0$3.9 million of incentive fees, $1.5 million and $2.8$4.3 million of general and administrative expenses and $0.5$0.2 million and $1.1$1.3 million of provision for excise taxes, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, expenses totaled $19.2$17.8 million and $40.4$58.2 million, respectively, and were comprised of $10.6$9.2 million and $22.4$31.6 million of debt-related interest and expenses, $4.0$3.9 million and $8.3$12.2 million of base management fees, $2.4$2.5 million and $5.2$7.7 million of incentive fees, $1.6$1.5 million and $3.3$4.8 million of general and administrative expenses and $0.6$0.7 million and $1.3$1.9 million of provision for excise taxes, respectively. The decrease in expenses for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to a decrease in borrowing under our debt financings resulting in decrease in debt related interest expense.
For the three and sixnine months ended MarchJune 31,30, 2026, net investment income totaled $9.3$8.9 million and $16.3$25.2 million, or $0.14 per share and $0.25$0.39 per share, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net investment income totaled $11.4$11.8 million and $24.4$36.2 million, or $0.18 per share and $0.37$0.55 per share, respectively. The decrease in net investment income was primarily due to a decrease in investment income and partially offset by a decrease in expenses.
For the three and sixnine months ended MarchJune 31,30, 2026, net realized gains (losses) totaled $(0.4)$12.0 million and $58.6$70.6 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net realized gains (losses) totaled $(27.70.5) million and $(30.330.8) million, respectively. The change in realized gains (losses) was primarily due to changes in the market conditions of our investments and the values at which they were realized.
For the three and sixnine months ended MarchJune 31,30, 2026, we reported net change in unrealized appreciation (depreciation) on investments $(12.216.2) million and $(69.385.4) million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, we reported net change in unrealized appreciation (depreciation) on investment $27.1$(0.2) million and $29.5$29.3 million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, our net unrealized appreciation (depreciation) on investments totaled $(18.835.0) million and $50.4 million, respectively. The net change in unrealized appreciation (depreciation) on our investments was primarily due to changes in the capital market conditions of our investments and the values at which they were realized.
For the three and sixnine months ended MarchJune 31,30, 2026, the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $1.0$(0.3) million and $1.0$0.7 million, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(1.42.9) million and $1.9$(1.0) million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, the net unrealized appreciation (depreciation) on the Truist Credit Facility totaled $2.0$1.7 million and $1.0 million, respectively. The net change in unrealized appreciation (depreciation) compared to the same periods in the prior period 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 $(2.3)$4.5 million and $6.6$11.1 million or $(0.04)$0.07 per share and $0.10$0.17 per share, respectively. For the three and sixnine months ended MarchJune 31,30, 2025, net increase (decrease) in net assets resulting from operations totaled $9.5$8.2 million and $25.5$33.7 million or $0.14$0.12 per share and $0.39$0.52 per share, respectively. The decrease from net operations for the three and sixnine months ended MarchJune 31,30, 2026, was primarily due to the 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 investment sales and repayments, income earned, proceeds of securities offerings and debt financings. Our primary use of funds from operations includes investments in portfolio companies and payments of interest expense, 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 and operations. As of MarchJune 31,30, 2026, 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. This “Liquidity and Capital Resources” section should be read in conjunction with the "Forward-Looking Statements" section above.
As of MarchJune 31,30, 2026 and September 30, 2025, our asset coverage ratio, as computed in accordance with the 1940 Act was 175%178% and 163%, 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 and amendment costs on the Truist Credit Facility, and amortized upfront fees on, 2026 Notes, 2026 Notes-2 and 2029 Notes, was 6.3%6.4% and 6.1%, respectively.
As of MarchJune 31,30, 2026, we had the multi-currency Truist Credit Facility for up to $535 million (increased from $500 million in December 2025), which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank, acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of MarchJune 31,30, 2026 and September 30, 2025, we had $201.5$311.5 million (including a $10.0 million temporary draw) and $426.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 5.9% and 6.5%, respectively, exclusive of the fee on undrawn commitment, as of MarchJune 31,30, 2026 and September 30, 2025. The Truist Credit Facility was amended in December 2025. This amended revolving facility has a stated maturity date of December 11, 2030 and decreased pricing to SOFR plus 210 basis points from SOFR plus 235 basis points (or an alternative risk-free floating interest rate index). As of MarchJune 31,30, 2026 and September 30, 2025, we had $333.5$223.5 million and $73.5 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of MarchJune 31,30, 2026, we were in compliance with the terms of the Truist Credit Facility.
As of March 31, 2026, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semiannually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. The effective interest rate is 4.62% The 2026 Notes mature on May 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 direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. The 2026 Notes were repaid in full on May 1, 2026.
As of MarchJune 31,30, 2026, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes-2 is paid semiannually on May 1 and November 1, at a rate of 4.0% per year, commencing May 1, 2022. The effective interest rate is 4.12%. The 2026 Notes-2 mature on November 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-2 are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes-2 are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
As of MarchJune 31,30, 2026, we had $75.0 million in aggregate principal amount of our 2029 Notes outstanding. Interest on the 2029 Notes is paid semiannually on February 1 and August 1 of each year, at a rate of 7.00% per year, commencing August 1, 2026. The effective interest rate is 7.25%. The 2029 Notes mature on February 1, 2029 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 2029 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2029 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.
On June 4, 2024, we entered into the Equity Distribution Agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. as 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 ATM Program. 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 equity distribution agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with ATM Program offerings will not be made at price less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us. On April 28, 2025, our registration statement pursuant to which shares were issued under the ATM Program expired.
During the three and sixnine months ended MarchJune 31,30, 2026 and 2025, we did not issue any shares under the ATM program.
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, or by securitizing a portion of our investments, among other sources. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the Truist Credit Facility, 2026 Notes, 2026 Notes-2,Notes-2 and 2029 Notes. Furthermore, the Truist Credit Facility availability depends on various covenants and restrictions. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate or strategic purposes such as a stock repurchase program.
As of MarchJune 31,30, 2026 and September 30, 2025, we had cash and cash equivalents of $44.8$39.3 million and $51.8 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to allow us to effectively operate our business.
For the sixnine months ended MarchJune 31,30, 2026, our operating activities provided cash of $170.9$221.0 million and our financing activities used cash of $177.7$233.4 million. Our operating activities provided cash primarily due to our investment activities and our financing activities used cash primarily for repayments of our credit facilityfacility, repayment of the 2026 Notes and distributions paid to stockholders.stockholders, partially offset by proceeds received from the 2029 Notes issuance.
For the sixnine months ended MarchJune 31,30, 2025, our operating activities provided cash of $161.1$212.6 million and our financing activities used cash of $178.3$192.0 million. Our operating activities provided cash primarily due to our investment activities and our financing activities used cash primarily for repayments of our credit facility and distributions paid to stockholders.
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture as a Delaware limited liability company. PSLF invests primarily in middle-market and other corporate debt securities consistent with its strategy. As of MarchJune 31,30, 2026 and September 30, 2025, PSLF had total assets of $1,370.7$1,336.4 million and $1,315.4 million, respectively and its investment portfolio consisted of debt investments in 114113 and 109 portfolio companies, respectively. As of MarchJune 31,30, 2026, we and Pantheon had remaining commitments to fund subordinated notes of $8.2 million and $11.7 million, respectively, and equity interest of $5.0 million and $7.1 million, respectively, in PSLF. As of September 30, 2025, we and Pantheon had remaining commitments to fund subordinated notes of $8.2 million and $11.7 million, respectively, and equity interests of $5.0 million and $7.1 million, respectively, in PSLF. As of MarchJune 31,30, 2026, at fair value, the largest investment in a single portfolio company in PSLF was $26.4$26.3 million and the five largest investments totaled $124.7$124.6 million. As of September 30, 2025, at fair value, the largest investment in a single portfolio company in PSLF was $24.8 million and the five largest investments totaled $121.4 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of MarchJune 31,30, 2026, we and Pantheon owned 55.8% and 44.2%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2025, we and Pantheon owned 55.8% and 44.2%, respectively, of each of the outstanding subordinated notes and equity interest of PSLF. As of MarchJune 31,30, 2026, our investment in PSLF consisted of subordinated notes of $140.3 million and equity interests of $82.4 million, respectively. As of September 30, 2025, our investment in PSLF consisted of subordinated notes of $140.3 million and equity interests of $82.4 million respectively.
Additionally, PSLF, through its wholly-owned subsidiary, has entered into a $400.0 million (increased from $325.0 million in August 2024) senior secured revolving credit facility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 210 basis points reduced from plus 225 basis points in June 2026, during the investment period and is subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a carefully constructed portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC transferred to PSLF 100% of the Preferred Shares of PennantPark CLO IV, LLC and 100% of the subordinated notes issued by PennantPark CLO IV, LLC. As of MarchJune 31,30, 2026 and September 30, 2025 there were $246.0 million and $246.0 million, respectively, of external 2034 Asset-Backed Debt.
On July 26, 2023, CLO VII , LLC ("CLO VII") completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a carefully constructed portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, and (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. On July 21, 2025, CLO VII closed a partial refinancing of the 2035 Debt Securitization where the $21.0 million Class B (B-R) Senior Secured Floating Rate Notes interest rate was decreased to SOFR plus 2.0%, the $24.0 million Class C (C-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 2.3% and the $18.0 million Class D (D-R) Secured Deferrable Floating Rate Notes interest rate was decreased to SOFR plus 3.4%. As of MarchJune 31,30, 2026 and September 30, 2025, there were $246.0 million and $246.0 million of external 2035 Asset-Backed Debt.
On December 23, 2024, PennantPark CLO X, LLC ("CLO X”) completed a $400.5 million debt securitization in the form of a collateralized loan obligation (the "2037 Debt Securitization" or "2037 Asset-Backed Debt"). The 2037 Asset-Backed Debt is secured by a carefully constructed portfolio consisting primarily of middle market loans. The 2037 Debt Securitization was executed through a private placement of: (i) $158.0 million Class A-1 Notes maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (ii) $30.0 million Class A-1A Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iii) $40.0 million Class A-1W Loans maturing 2037, which bear interest at the three-month SOFR plus 1.59%, (iv) $16.0 million Class A-2W Loans due 2037, which bear interest at the three-month SOFR plus 1.75%, (v) $28.0 million Class B Notes due 2037, which bear interest at the three-month SOFR plus 1.85%, (vi) $32.0 million Class C Notes due 2037, which bear interest at the three-month SOFR plus 2.40%., (vii) $24.0 million Class D Notes due 2037, which bear interest at the three-month SOFR plus 3.85%. As of MarchJune 31,30, 2026 and September 30, 2025, there were $328.0 million and $328.0 million, respectively, of external 2037 Asset-Backed Debt.
Below is a listing of PSLF’s individual investments as of MarchJune 31,30, 2026 (par and $ in thousands):
As of MarchJune 31,30, 2026, all investments are in US Companies. Total cost, fair value, and percentage of Net Assets for U.S Companies were $1,346.8$1,307.7 million, $1,314.3$1,278.4 million and 1,360.1%.1,381.5%.
Non-accrual security
Non-accrual security
As of MarchJune 31,30, 2026 and September 30, 2025, PSLF had $0.6$1.2 million and zero unfunded commitments to fund investments, respectively.
During the three months ended MarchJune 31,30, 2026, we declared base distributions of $0.20$0.12 per share, and supplemental distributions of $0.04$0.12 per share, for total distributions of $15.7 million. During the sixnine months ended MarchJune 31,30, 2026, we declared base distributions of $0.44$0.56 per share, and supplemental distributions of $0.04$0.16 per share, for total distributions of $31.3$47.0 million. During the three and sixnine months ended MarchJune 31,30, 2025, we declared base distributions of $0.24 and $0.48$0.72 per share, for total distribution of $15.7 million and $31.3$47.0 million. We monitor available net investment income to determine if a return of capital for tax purposes may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, stockholders will be notified of the portion of those distributions deemed to be a tax return of capital. Tax characteristics of all distributions will be reported to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
Effective October 2023, we changed from a quarterly distribution to a monthly distribution. We intend to continue to make monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors.
PNNT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. 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.
No Form 4 stock transactions in this period.
Well-known investors holding PNNT (13F)
None of the 59 investors we track reported a position in their latest 13F.