PFLT PennantPark Floating Rate Capital Ltd

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

Date of Report: October 21, 2024

 (Date of earliest event reported)

PennantPark Floating Rate Capital Ltd.

 (Exact name of registrant as specified in its charter)

Maryland

 (State or other jurisdiction

 of incorporation)

814-00891

 (Commission File Number)

27-3794690

 (IRS Employer

 Identification Number)

1691 Michigan Avenue

Miami Beach, Florida

 (Address of principal executive offices)

33139

 (Zip Code)

786-297-9500

 (Registrant's telephone number, including area code)

Not Applicable

 (Former Name or Former Address, if changed since last report)

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

PFLT

The New York Stock Exchange

Item 2.02 Results of Operations and Financial Condition

Highlights and Preliminary Estimates of Results as of September 30, 2024

On October 21, 2024, PennantPark Floating Rate Capital Ltd. (the “Company”) announced certain highlights and preliminary estimates of its financial results for the quarter ended September 30, 2024.

Highlights:

Preliminary estimates:

These estimates are subject to the completion of the Company’s financial closing procedures and are not a comprehensive statement of the Company’s financial position, results of operations or cash flows for the quarter ended September 30, 2024. Final results may differ materially from these estimates as a result of the completion of the Company’s financial closing procedures, as well as any subsequent events, including the discovery of information affecting fair values of the Company’s portfolio investments as of September 30, 2024, arising between the date hereof and the completion of the Company’s financial statements and the filing of the Company’s Form 10-K for the year then ended.

The preliminary financial estimates provided herein have been prepared by, and are the responsibility of the Company’s management. RSM US LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, RSM US LLP does not express an opinion or any other form of assurance with respect thereto.

 (1) Supplemental information regarding core net investment income

Core net investment income (“Core NII”) is a non-GAAP financial measure. The Company believes that Core NII provides useful information to investors and management because it reflects the Company's financial performance excluding one-time or non-recurring investment income and expenses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. For the quarter ended September 30, 2024 Core NII excluded: i) $6.4 million or $0.09 per share of financing costs that were expensed in connection with the amendment and extension of the Credit Facility on August 8, 2024; ii) $2.1 million or $0.03 per share of financing costs that were expensed in connection with the refinancing and upsizing of CLO I debt securitization on July 26, 2024; and iii) an add back of $2.8 million or $0.04 per share of incentive fee expense.

Forward-Looking Statements

This report on Form 8-K, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports the Company files under the Exchange Act. All statements other than statements of historical facts included in this report on Form 8-K, are forward-looking statements and are not guarantees of future performance or results, and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.

Item 8.01 Other Information

The information set forth under Item 2.02 above is incorporated herein by reference.

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 21, 2024

PENNANTPARK FLOATING RATE CAPITAL LTD.

By:  /s/ Richard T. Allorto, Jr.

      Richard T. Allorto, Jr.

 Chief Financial Officer & Treasurer