PENNANTPARK INVESTMENT CORP

Previous wording

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.

Current wording

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. 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.

Previous wording

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.

Current wording

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.

Previous wording

As of September 30, 2023, our portfolio totaled $1,101.7 million and consisted of $527.7 million or 48% of first lien secured debt, $99.8 million or 9% of US Government Securities, $80.4 million or 7% of second lien secured debt, $156.2 million or 14% of subordinated debt (including $102.3 million or 9% in PSLF) and $237.6 million or 22% of preferred and common equity (including $62.1 million or 6% in PSLF). Our interest bearing debt portfolio consisted of 95% variable-rate investments and 5% fixed-rate investments. As of September 30, 2023, we had one portfolio company on non-accrual, representing 1.2% and zero percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $16.3 million as of September 30, 2023. Our overall portfolio consisted of 129 companies with an average investment size of $7.8 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 13.0%.

Current wording

As of September 30, 2025, our portfolio totaled $1,287.3 million and consisted of $582.4 million or 45% of first lien secured debt, $124.8 million or 10% of U.S. Government Securities, $18.2 million or 1% of second lien secured debt, $201.2 million or 16% of subordinated debt (including $140.3 million or 11% in PSLF) and $360.7 million or 28% of preferred and common equity (including $67.5 million or 5% in PSLF). Our interest bearing debt portfolio consisted of 91% variable-rate investments and 9% fixed-rate investments. As of September 30, 2025, we had four portfolio companies on non-accrual, representing 1.3% and 0.1% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $50.4 million as of September 30, 2025. Our overall portfolio consisted of 166 companies with an average investment size of $7.0 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 11.0%.

Previous wording

As of September 30, 2024, our portfolio totaled $1,328.1 million and consisted of $667.9 million or 50% of first lien secured debt, $99.6 million or 8% of U.S. Government Securities, $67.2 million or 5% of second lien secured debt, $181.7 million or 14% of subordinated debt (including $115.9 million or 9% in PSLF) and $311.7 million or 23% of preferred and common equity (including $67.9 million or 5% in PSLF). Our interest bearing debt portfolio consisted of 94% variable-rate investments and 6% fixed-rate investments. As of September 30, 2024, we had two portfolio companies on non-accrual, representing 4.1% and 2.3% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $11.2 million as of September 30, 2024. Our overall portfolio consisted of 152 companies with an average investment size of $8.1 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 12.3%.

Current wording

As of September 30, 2024, our portfolio totaled $1,328.1 million and consisted of $667.9 million or 50% of first lien secured debt, $99.6 million or 8% of US Government Securities, $67.2 million or 5% of second lien secured debt, $181.7 million or 14% of subordinated debt (including $115.9 million or 9% in PSLF) and $311.7 million or 23% of preferred and common equity (including $67.9 million or 5% in PSLF). Our interest bearing debt portfolio consisted of 94% variable-rate investments and 6% fixed-rate investments. As of September 30, 2024, we had two portfolio companies on non-accrual, representing 4.1% and 2.3% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $11.2 million as of September 30, 2024. Our overall portfolio consisted of 152 companies with an average investment size of $8.1 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 12.3%.

Previous wording

For the year ended September 30, 2023, we invested $275.4 million of investments in 17 new and 69 existing portfolio companies with a weighted average yield on debt investments of 12.0% (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $418.6 million (excluding U.S. Government Securities).

Current wording

For the year ended September 30, 2025, we invested $746.6 million of investments in 28 new and 161 existing portfolio companies with a weighted average yield on debt investments of 10.2% (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $810.4 million (excluding U.S. Government Securities).

Previous wording

For the year ended September 30, 2024, we invested $774.6 million of investments in 41 new and 81 existing portfolio companies with a weighted average yield on debt investments of 11.7 % (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $555.4 million (excluding U.S. Government Securities).

Current wording

For the year ended September 30, 2024, we invested $774.6 million of investments in 41 new and 81 existing portfolio companies with a weighted average yield on debt investments of 11.7% (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $555.4 million (excluding U.S. Government Securities).

Previous wording

As of September 30, 2023, PSLF’s portfolio totaled $804.2 million, consisted of 90 companies with an average investment size of $8.9 million and had a weighted average yield on debt investments of 12.1%. As of September 30, 2023, all of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2023, PSLF invested $176.2 million (of which $127.8 million was purchased from the Company) in 21 new and 23 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 million.

Current wording

As of September 30, 2025, PSLF’s portfolio totaled $1,265.9 million, consisted of 109 companies with an average investment size of $11.6 million and had a weighted average yield interest bearing debt investments of 10.1%. As of September 30, 2025, approximately 99% of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2025, PSLF invested $546.1 million (of which $462.8 million was purchased from the Company) in 26 new and 57 existing portfolio companies with a weighted average yield on debt investments of 10.4%. PSLF’s sales and repayments of investments for the same period totaled $293.8 million.

Previous wording

As of September 30, 2024, PSLF’s portfolio totaled $1,031.2 million, consisted of 102 companies with an average investment size of $10.1 million and had a weighted average yield interest bearing debt investments of 11.3%. As of September 30, 2024, approximately 100% of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2024, PSLF invested $396.1 million (of which $308.8 million was purchased from the Company) in 20 new and 24 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 $172.9 million.

Current wording

As of September 30, 2024, PSLF’s portfolio totaled $1,031.2 million, consisted of 102 companies with an average investment size of $10.1 million and had a weighted average yield on debt investments of 11.3%. As of September 30, 2024, approximately 100% of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2024, PSLF invested $396.1 million (of which $308.8 million was purchased from the Company) in 20 new and 24 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 $172.9 million.

Previous wording

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

Current wording

The audit committee of our board of directors reviews the 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

Previous wording

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, zero, and $5.1 million relating to amendment costs on the Truist Credit Facility during the years ended September 30, 2024, 2023 and 2022, 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.

Current wording

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 $0.3 million, zero, and zero relating to amendment costs on the Truist Credit Facility during the years ended September 30, 2025, 2024 and 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.

Previous wording

For the years ended September 30, 2024, 2023, and 2022 the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(4.4) million, $(3.8) million and $7.5 million, respectively. As of September 30, 2024 and 2023, the net unrealized depreciation on our Truist Credit Facility totaled $1.1 million and $5.5 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.

Current wording

For the years ended September 30, 2025, 2024, and 2023 the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(0.1) million, $(4.4) million and $(3.8) million, respectively. As of September 30, 2025 and 2024, the net unrealized appreciation (depreciation) on our Truist Credit Facility totaled $(1.0) million and $(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.

Previous wording

For the years ended September 30, 2024, 2023 and 2022, we recorded a provision for taxes on net investment income of $2.6 million, $4.3 million and $0.8 million, respectively, pertaining to federal excise tax.

Current wording

For the years ended September 30, 2025, 2024 and 2023, we recorded a provision for taxes on net investment income of $2.6 million, $2.6 million and $4.3 million, respectively, pertaining to federal excise tax.

Previous wording

For the years ended September 30, 2024, 2023 and 2022 the Company recognized a provision for taxes of $(0.2) million, $5.0 million, and $6.2 million respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2024, 2023, and 2022 the Company recognized a provision for taxes of $(0.7) million, $1.6 million and $(0.9) 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.

Current wording

For the years ended September 30, 2025, 2024 and 2023 the Company recognized a provision for taxes of less than $0.1 million, $0.2 million, and $(5.0) million respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2025, 2024, and 2023 the Company recognized a provision for taxes of zero, $(0.7) million and $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.

Previous wording

During the year ended September 30, 2024, 2023 and 2022 the Company paid zero, zero, and $4.0 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, 2024 is included under accrued other expenses in the consolidated statement of assets and liabilities.

Current wording

During the year ended September 30, 2025, 2024 and 2023 the Company paid $0.2, zero, and zero 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, 2025 is included under accrued other expenses in the consolidated statement of assets and liabilities.

Previous wording

Investment income for the year ended September 30, 2024 was $143.8 million and was attributable to $104.8 million from first lien secured debt, $9.8 million from second lien secured debt and $3.0 million from subordinated debt and $26.2 from other investments. The decrease in investment income compared to the same periods in the prior year was primarily due to a decrease in dividend income.

Current wording

Investment income for the year ended September 30, 2025 was $122.4 million and was attributable to $89.9 million from first lien secured debt, $3.8 million from second lien secured debt and $4.4 million from subordinated debt and $24.3 from other investments. The decrease in investment income compared to 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.

Previous wording

Investment income for the year ended September 30, 2023 was $145.4 million and was attributable to $97.2 million from first lien secured debt, $13.8 million from second lien secured debt and $4.7 million from subordinated debt and $29.7 million from preferred and common equity.

Current wording

Investment income for the year ended September 30, 2024 was $143.8 million and was attributable to $104.8 million from first lien secured debt, $9.8 million from second lien secured debt and $3.0 million from subordinated debt and $26.2 million from other investments.

Previous wording

Net expenses for the year ended September 30, 2024 totaled $83.7 million. Base management fee for the same period totaled $16.7 million, incentive fee totaled $12.7 million, debt related interest and other financing expenses totaled $45.2 million and general and administrative expenses totaled $6.6 million and provision for taxes and totaled $2.6 million. The increase in expenses over the prior year was primarily due to an increase in debt related interest and expenses.

Current wording

Net expenses for the year ended September 30, 2025 totaled $76.3 million. Base management fee for the same period totaled $16.2 million, incentive fee totaled $9.8 million, debt related interest and other financing expenses totaled $41.6 million and general and administrative expenses totaled $6.1 million and provision for taxes and totaled $2.6 million. The decrease in expenses over the prior year was primarily due to decrease in interest and expenses on debt and a decrease in incentive fees.

Previous wording

Net expenses for the year ended September 30, 2023 totaled $79.8 million. Base management fee for the same period totaled $16.5 million, incentive fee totaled $13.9 million, debt related interest and other financing expenses totaled $39.4 million and general and administrative expenses totaled $5.7 million and provision for taxes totaled $4.3 million.

Current wording

Net expenses for the year ended September 30, 2024 totaled $83.7 million. Base management fee for the same period totaled $16.7 million, incentive fee totaled $12.7 million, debt related interest and other financing expenses totaled $45.2 million and general and administrative expenses totaled $6.6 million and provision for taxes totaled $2.6 million.

Previous wording

For the years ended September 30, 2024 and 2023 net investment income totaled $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 and decrease in dividend income.

Current wording

For the years ended September 30, 2025 and 2024 net investment income totaled $46.1 million, or $0.71 per share, and $60.1 million, or $0.92 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.

Previous wording

For the years ended September 30, 2024 and 2023 net realized gain (loss) totaled $(33.6) million and $(156.8) million, respectively. The change in realized gains/losses was primarily due to changes in market conditions of our investments and the values at which they were realized and the fluctuations in the market and in the economy, as discussed above under “Forward-Looking Statements".

Current wording

For the years ended September 30, 2025 and 2024 net realized gain (loss) totaled $(52.4) million and $(33.6) million, respectively. The change in realized gains/losses was primarily due to changes in market conditions of our investments and the values at which they were realized and the fluctuations in the market and in the economy, as discussed above under “Forward-Looking Statements".

Previous wording

For the years ended September 30, 2024 and 2023, we reported net change unrealized appreciation (depreciation) on investments of $26.8 million and $61.2 million, respectively. As of September 30, 2024 and 2023, our net unrealized appreciation (depreciation) on investments totaled $11.2 million and $(16.3) 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.

Current wording

For the years ended September 30, 2025 and 2024, we reported net change unrealized appreciation (depreciation) on investments of $39.2 million and $26.8 million, respectively. As of September 30, 2025 and 2024, our net unrealized appreciation (depreciation) on investments totaled $50.4 million and $11.2 million, respectively. The net change in unrealized appreciation on our investments 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”.

Previous wording

For the years ended September 30, 2024 and 2023, we reported a net unrealized appreciation (depreciation) in our Truist Credit Facility of $(4.4) million and $(3.8) million, respectively. As of September 30, 2024 and 2023, our net unrealized (appreciation) depreciation on our Truist Credit Facility totaled $1.1 million and $5.5 million, respectively. The net change in unrealized depreciation for the year ended September 30, 2024 compared to the prior year was primarily due to changes in the capital markets, as further discussed above under “Forward-Looking Statements”.

Current wording

For the years ended September 30, 2025 and 2024, we reported a net unrealized appreciation (depreciation) in our Truist Credit Facility of $(0.1) million and $(4.4) million, respectively. As of September 30, 2025 and 2024, our net unrealized appreciation (depreciation) on our Truist Credit Facility totaled $(1.0) million and $(1.1) million, respectively. The net change in unrealized appreciation (depreciation) compared to the same periods in their prior periods was primarily due to changes in the capital markets, as further discussed above under “Forward-Looking Statements”.

Previous wording

Net change in net assets resulting from operations totaled $48.9 million, or $0.75 per share, and $(33.8) million, or $(0.52) per share, for the years ended September 30, 2024 and 2023, respectively. The increase in net assets from operations for the year ended September 30, 2024 compared to the prior year was primarily due to larger depreciation of the portfolioin the prior year primarily driven by changes in market conditions, as discussed above under “Forward-Looking Statements”.

Current wording

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, for the years ended September 30, 2025 and 2024, respectively. The decrease in net assets from operations for the year ended September 30, 2025 compared to the prior year was primarily due to lower net investment income was primarily driven by a decrease in investment income from a decrease in our total portfolio and decrease in our weighted average yield on debt, as discussed above under “Forward-Looking Statements”.

Previous wording

As of September 30, 2024 and 2023, our asset coverage ratio, as computed in accordance with the 1940 Act, was 164% and 195%, respectively.

Current wording

As of September 30, 2025 and 2024, our asset coverage ratio, as computed in accordance with the 1940 Act, was 163% and 164%, respectively.

Previous wording

The annualized weighted average cost of debt for the years ended September 30, 2024 and 2023, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility, was 6.5% and 6.0%, respectively.

Current wording

The annualized weighted average cost of debt for the years ended September 30, 2025 and 2024, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility, was 6.1% and 6.5%, respectively.

Previous wording

As of September 30, 2024, we had the multi-currency Truist Credit Facility for up to $475.0 million, 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, 2024 and 2023, we had $461.5 million and $212.4 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 7.2% and 7.7%, respectively, exclusive of the fee on undrawn commitments, as of September 30, 2024 and 2023. 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, 2024 and 2023, we had $13.5 million and $262.6 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, we were in compliance with the terms of the Truist Credit Facility.

Current wording

As of September 30, 2025, we had the multi-currency Truist Credit Facility for up to $500.0 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, 2025 and 2024, we had $426.5 million and $461.5 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 6.5% and 7.2%, respectively, exclusive of the fee on undrawn commitments, as of September 30, 2025 and 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, 2025 and 2024, we had $73.5 million and $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, 2025, we were in compliance with the terms of the Truist Credit Facility.

Previous wording

As of September 30, 2024, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. 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.

Current wording

As of September 30, 2025, we issued $150.0 million in aggregate principal amount of our 2026 Notes 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 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 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 general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles,or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.

Previous wording

As of September 30, 2024, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.0% per year, commencing May 1, 2022. 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.

Current wording

As of September 30, 2025, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semiannually on May 1 and November 1 of each year, at a rate of 4.00% 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 general,unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured 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.

Previous wording

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. 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.

Current wording

We may raise additional equity or debt capital through both registered offerings 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.

Previous wording

As of September 30, 2024 and 2023, we had cash and cash equivalents of $49.9 million and $38.8 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.

Current wording

As of September 30, 2025 and 2024, we had cash and cash equivalents of $51.8 million and $49.9 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.

Previous wording

Our operating activities provided cash of $222.9 million for the year ended September 30, 2023, and our financing activities used cash of $239.2 million for the same period. Our operating activities provided cash primarily from our investment activities and our financing activities used cash primarily from net repayments under our Truist Credit Facility.

Current wording

For the year ended September 30, 2025, our operating activities provided cash of $104.8 million and our financing activities used cash of $102.9 million. Our operating activities provided cash primarily for our investment activities and our financing activities used cash primarily from net repayments under our Truist Credit Facility and distributions to stockholders.

Previous wording

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.

Current wording

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.

Previous wording

In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of September 30, 2024 and 2023 PSLF had total assets of $1,073.4 million and $872.8 million, respectively. PSLF’s portfolio consisted of debt investments in 102 and 90 portfolio companies as of September 30, 2024 and 2023, respectively. As of September 30, 2024, we and Pantheon had remaining commitments to fund first lien secured debt of $32.6 million and $46.5 million, respectively, and equity interests of $19.9 million and $28.5 million, respectively, in PSLF. As of September 30, 2023, we and Pantheon had remaining commitments to fund first lien secured debt of $13.6 million and $8.9 million, respectively, and equity interest of $8.8 million and $5.7 million respectively. As of September 30, 2024, at fair value, the largest investment in a single portfolio company in PSLF was $25.1 million and the five largest investments totaled $109.9 million. As of September 30, 2023 at fair value, the largest investment in a single portfolio company in PSLF was $19.7 million and the five largest investments totaled $97.5 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.

Current wording

In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of September 30, 2025 and 2024 PSLF had total assets of $1,315.4 million and $1,073.4 million, respectively. PSLF’s portfolio consisted of debt investments in 109 and 102 portfolio companies as of September 30, 2025 and 2024, respectively. As of September 30, 2025, we and Pantheon had remaining commitments to fund first lien secured debt 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 September 30, 2024, we and Pantheon had remaining commitments to fund first lien secured debt of $32.6 million and $46.5 million, respectively, and equity interest of $19.9 million and $28.5 million respectively. 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. As of September 30, 2024 at fair value, the largest investment in a single portfolio company in PSLF was $25.1 million and the five largest investments totaled $109.9 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.

Previous wording

We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2024 and 2023, 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, 2024 and 2023, our investment in PSLF consisted of subordinated notes of $115.9 million and $102.3 million, respectively, and equity interests of $67.4 million and $58.6 million, respectively.

Current wording

We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2025, 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, 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, 2025 and 2024, our investment in PSLF consisted of subordinated notes of $140.3 million and $115.9 million, respectively, and equity interests of $82.4 million and $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.

Previous wording

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 facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 260 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas, subject to leverage and borrowing base restrictions.

Current wording

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 facility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 225 basis points during the investment period and is subject to leverage and borrowing base restrictions.

Previous wording

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, 2024 and September 2023, there was $246.0 million of external 2035 Asset-Backed Debt.

Current wording

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, 2025 and 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%.

Previous wording

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.

Current wording

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%.

Previous wording

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

Current wording

The securities, or a portion thereof, are not 1) pledged as collateral under the Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC, or,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

Previous wording

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

Current wording

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)

Previous wording

As of September 30, 2024 and 2023, PSLF had zero and $0.5 million and zero million unfunded commitments to fund investments, respectively.

Current wording

For the years ended of September 30, 2025 and 2024, PSLF had zero million of unfunded commitments to fund investments.