Form 8-K

8-K — PennantPark Floating Rate Capital Ltd.

Accession: 0001193125-26-251718

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001504619

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — d37162d8k.htm (Primary)

EX-4.2 (d37162dex42.htm)

EX-5.1 (d37162dex51.htm)

EX-5.2 (d37162dex52.htm)

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8-K

8-K (Primary)

Filename: d37162d8k.htm · Sequence: 1

8-K

0001504619false 0001504619 2026-06-01 2026-06-01 iso4217:USD

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 (Date of earliest event reported):

June 1, 2026

PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)

Maryland

814-00891

27-3794690

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1691 Michigan Avenue

Miami Beach

, Florida 33139

(Address of Principal Executive Offices) (Zip Code)

(

786

)

297-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On June 1, 2026, PennantPark Floating Rate Capital Ltd. (the “Company”) and Equiniti Trust Company, LLC (the “Trustee”) entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee, dated March 23, 2021 (the “Base Indenture,” and together with the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of $105,000,000 aggregate principal amount of its 7.375% Notes due 2031 (the “Notes”), which includes $5,000,000 in aggregate principal amount issued pursuant to the partial exercise of the underwriters’ over-allotment option.

The Notes will mature on June 15, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after June 15, 2028 according to the terms set forth in the Indenture. The Notes bear interest at a rate of 7.375% per year and will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2026.

The Notes are expected to be listed on the New York Stock Exchange, and the Company expects trading to commence thereon within 30 days of the original issue date under the trading symbol “PFLA.” The Notes are the Company’s direct unsecured obligations that rank pari passu in right of payment with any existing and future unsecured unsubordinated indebtedness of the Company; senior in right of payment to any of the Company’s future indebtedness that expressly states it is subordinated in right of payment to the Notes; senior to any series of preferred stock that the Company may issue in the future; effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured, but to which the Company subsequently grants security), 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 the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, whether or not the Company is subject thereto, giving effect to any exemptive relief granted to the Company by the U.S. Securities and Exchange Commission; (ii) not declare any dividend (except a dividend payable in its stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless the Company has asset coverage, as defined in the 1940 Act, of at least the threshold specified under Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after deducting the amount of such dividend, distribution or purchase price, as the case may be, giving effect to any applicable

no-action

or other relief granted by the SEC; and (iii) if, at any time, the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, furnish to the holders of the Notes and the Trustee audited annual consolidated financial statements within 90 days of its fiscal year end, and unaudited interim consolidated financial statements within 45 days of its fiscal quarter end (other than its fourth fiscal quarter), in each case prepared in all material respects in accordance with generally accepted accounting principles.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form

N-2

(File

No. 333-279726)

(the “Registration Statement”), the preliminary prospectus supplement, dated May 27, 2026, and a final prospectus supplement, dated May 27, 2026. The transaction closed on June 1, 2026. The net proceeds to the Company were approximately $101.19 million, after deducting the underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering to repay its outstanding obligations under its revolving credit facility, to invest in new or existing portfolio companies and for general corporate or strategic purposes.

The foregoing descriptions of the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT

NUMBER

DESCRIPTION

4.1

Indenture, dated as of March 23, 2021, by and between the Company and Equiniti Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 23, 2021).

4.2

Third Supplemental Indenture, dated as of June 1, 2026, relating to the 7.375% Notes due 2031 by and between the Company and Equiniti Trust Company, LLC, as trustee.

4.3

Form of 7.375% Notes due 2031 (incorporated by reference to Exhibit 4.2 hereto).

5.1

Opinion of Dechert LLP.

5.2

Opinion of Venable LLP.

23.1

Consent of Dechert LLP (included in Exhibit 5.1).

23.2

Consent of Venable LLP (included in Exhibit 5.2).

104

Cover page interactive data file (formatted as Inline XBRL)

SIGNATURES

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

PennantPark Floating Rate Capital Ltd.

Date: June 1, 2026

By:

/s/ Richard T. Allorto, Jr.

Name:

Richard T. Allorto, Jr.

Title:

Chief Financial Officer & Treasurer

EX-4.2

Filename: d37162dex42.htm · Sequence: 2

EX-4.2

Exhibit 4.2

EXECUTION VERSION

THIRD SUPPLEMENTAL INDENTURE

between

PENNANTPARK

FLOATING RATE CAPITAL LTD.

and

EQUINITI TRUST COMPANY, LLC,

as Trustee

Dated as of

June 1, 2026

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 1, 2026, is between PennantPark

Floating Rate Capital Ltd., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as

defined below) unless otherwise defined herein.

RECITALS OF THE COMPANY

The Company and the Trustee executed and delivered an Indenture, dated as of March 23, 2021 (the “Base Indenture”, as amended

and supplemented by this Third Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the

“Securities”), to be issued in one or more series as provided in the Indenture.

The Company desires to issue and sell

$100,000,000 aggregate principal amount (or up to $115,000,000 aggregate principal amount if the underwriters’ overallotment option to purchase additional Notes is exercised in full) of the Company’s 7.375% Notes due 2031 (the

“Notes”).

Sections 901(5) and 901(7) of the Base Indenture provide that without the consent of Holders of the Securities of

any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change

or eliminate any of the provisions of the Base Indenture when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish the

form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture.

The Company

desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to

the Indenture (each, a “Future Supplemental Indenture”)).

The Company has duly authorized the execution and delivery of this

Third Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this Third Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the

Company, in accordance with its terms, have been done and performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and

proportionate benefit of all Holders of the Notes, as follows:

ARTICLE I

TERMS OF THE NOTES

Section 1.01 Terms of the Notes. The following terms relating to the Notes are hereby established:

(a) The Notes shall constitute a series of Securities having the title “7.375% Notes due 2031” and shall be designated as Senior

Securities under the Indenture. The Notes shall bear a CUSIP number of 70806A 205 and an ISIN number of US70806A2050.

(b) The aggregate

principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections

304, 305, 306, 906, 1107 or 1301 of the Base Indenture) shall be $100,000,000 (or up to $115,000,000 aggregate principal amount if the underwriters’ overallotment option to purchase additional Notes is exercised in full). Under a Board

Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional

Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Notes; provided, that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax

purposes if represented by the same CUSIP number as the Notes. Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes unless

the context otherwise requires.

earlier redeemed or repurchased in accordance with the provisions of this Third Supplemental Indenture.

(d) The rate at which the Notes

shall bear interest shall be 7.375% per annum. The date from which interest shall accrue on the Notes shall be June 1, 2026, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates

for the Notes shall be March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2026 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment

will be made on the next succeeding Business Day with the same force and effect as if made on the scheduled Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the

period from and including June 1, 2026 (or the most recent Interest Payment Date to which interest has been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods

from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid

to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 1, June 1, September 1 and December 1, as the case

may be, next preceding such Interest Payment Date; provided, that if a Regular Record Date is not a Business Day, then such Regular Record Date will be the next Business Day. Payment of principal of (and premium, if any) and any such interest

on the Notes will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private

debts;

provided, however, that in the case of Notes that are not in global form, at the option of the

Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Interest on the Notes will be computed on the basis of a

360-day year of twelve 30-day months.

(e) The Notes shall

be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Third Supplemental

Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount

of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of

Outstanding Notes represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.

(f) The depositary for such Global Notes shall be The Depository Trust Company, New York, New York. The Security Registrar with respect to the

Global Notes shall be the Trustee.

(g) The Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base

Indenture. Covenant defeasance contained in Section 1403 of the Base Indenture shall apply to the covenants contained in Sections 1008, 1009 and 1010 thereof (after giving effect to the amendments set forth in Section 5.02 of this Third

Supplemental Indenture).

(h) The Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:

(i) The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after

June 15, 2028 upon not less than 30 days nor more than 60 days’ written notice prior to the date fixed for redemption thereof, at a Redemption Price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and

unpaid interest payments otherwise payable thereon for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.

(ii) Notice of redemption shall be given in accordance with Sections 106 and 1104 of the Base Indenture.

(iii) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for

all purposes, absent manifest error.

(iv) If the Company redeems less than all of the Notes, the particular Notes to be

redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee deems fair and appropriate, and in any

case, in accordance with (x) the

applicable procedures of the Depositary, (y) the Investment Company Act as directed by the Company and (z) rules of any national securities exchange or quotation system on which the

Notes are listed; provided, that no such partial redemption will reduce the portion of the principal amount of the Notes not redeemed to less than $25.

(v) Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act,

to the extent applicable.

(vi) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption

Date, interest will cease to accrue on the Notes or portion of the Notes called for redemption hereunder.

(vii) The

Trustee will have no obligation to calculate or verify the calculation of the applicable Redemption Price.

(i) The Notes shall not be

subject to any sinking fund pursuant to Section 1201 of the Base Indenture.

(j) The Notes shall be issuable in denominations of $25

and integral multiples of $25 in excess thereof.

(k) Holders of the Notes will not have the option to have the Notes repaid prior to the

Stated Maturity.

ARTICLE II

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 2.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the following defined terms to Section 101 of the Base Indenture in

appropriate alphabetical sequence, as follows:

“Additional Notes” shall have the meaning provided in

Section 1.01(b) of this Third Supplemental Indenture.

“Depositary” means, with respect to

each Note in global form, The Depository Trust Company, until a successor shall have been appointed and becomes such person, and thereafter, Depositary shall mean or include such successor.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of

the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards

Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.

“Investment Company Act” means the Investment Company Act of 1940, as

amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1,

Rule 1-02 of Regulation S-X under the Securities Exchange Act, as such regulation is in effect on the original date of this Indenture (but excluding any Subsidiary which

is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company for purposes of GAAP).

“Surviving Person” shall have the meaning provided in Section 7.01 of this Third Supplemental

Indenture.

Section 2.02 Except as may be provided in a Future Supplemental Indenture, for the benefit of the

Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 101 of the Base Indenture shall be amended by replacing the definition of “Business Day” included

therein in its entirety with the following:

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday

that is not a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Section 2.03 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 101 of the Base Indenture shall be amended by replacing the definition of “Subsidiary” included therein in its

entirety with the following:

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint

venture, limited liability company or other business entity of which a majority of the outstanding shares or other interests having voting power is at the time directly or indirectly owned or controlled by such Person or one or more of the

Subsidiaries of such Person. Unless the context otherwise requires, all references to Subsidiary or Subsidiaries under this Indenture shall refer to Subsidiaries of the Company. In addition, for purposes of this definition, “Subsidiary”

shall exclude any investments held by the Company in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of the Company and its Subsidiaries.

ARTICLE III

SECURITIES

FORM

Section 3.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the

Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Two of the Base Indenture shall be amended by adding the following new Section 204 thereto, as set forth below:

“Section 204. Certificated Securities.

Notwithstanding anything to the contrary, Securities in physical, certificated form will be

issued and delivered to each person that the Depositary identifies as a beneficial owner of the related Securities only if:

(1) the

Depositary notifies the Company at any time that it is unwilling or unable to continue as depositary for the Securities in global form and a successor depositary is not appointed within 90 days;

(2) the Depositary ceases to be registered as a clearing agency under the Securities Exchange Act and a successor depositary is not appointed

within 90 days; or

(3) an Event of Default with respect to the Securities has occurred and is continuing and such beneficial owner

requests that its Securities be issued in physical, certificated form.”

ARTICLE IV

REMEDIES

Section 4.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 501 of the Base Indenture shall be amended by replacing clause (2) thereof in its entirety with the following:

“(2) default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity,

including upon any Redemption Date or required repurchase date; or”

Section 4.02 Except as may be

provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 501 of the Base Indenture shall be amended

by replacing clause (6) thereof in its entirety with the following:

“(6) a court of competent jurisdiction enters an order or

decree under any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case or proceeding, or

(B) adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or

composition of or in respect of the Company, or

(D) orders the winding up or liquidation of the Company,

and the continuance of any such decree or order for relief or any such other decree or order unstayed and undischarged and in effect for a

period of 90 days.”

Section 4.03 Except as may be provided in a Future Supplemental

Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 501 of the Base Indenture shall be amended by replacing clause

(7) thereof in its entirety with the following:

“(7) default by the Company or any of its Significant Subsidiaries, with

respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $75 million in the aggregate of the Company and/or any

such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest

of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled,

within a period of 30 calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding; or

(8) pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the Investment Company Act, or any successor provisions, on the last

business day of each of 24 consecutive calendar months, any class of the Securities shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100%, giving effect to any amendments to such provisions of the

Investment Company Act or to any exemptive relief granted to the Company by the Commission; or”

Section 4.04 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 502 of the Base Indenture shall be amended by replacing the first paragraph thereof in its entirety with the following:

“If an Event of Default with respect to the Notes occurs and is continuing, then and in every such case (other than an Event of Default

specified in Section 501(5) or 501(6)), the Trustee or the holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Outstanding Notes to be due and payable immediately, by a notice in

writing to the Company (and to the Trustee if given by the holders of the Outstanding Notes), and upon any such declaration such principal shall become immediately due and payable; provided, that 100% of the principal of, and accrued

and unpaid interest on, the Outstanding Notes will automatically become due and payable in the case of an Event of Default specified in Section 501(5) or 501(6) hereof.”

Section 4.05 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 507 of the Base Indenture shall be amended by replacing clause (3) thereof in its entirety with the following:

“(3) such Holder or Holders have offered to the Trustee security or indemnity

satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;”

Section 4.06 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 512 of the Base Indenture shall be amended by replacing clause (3) thereof in its entirety with the following:

“(3) the Trustee need not take any action that it determines in good faith may involve it in personal liability or be unjustly

prejudicial (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such holders) to the holders of Notes not consenting.”

ARTICLE V

COVENANTS

Section 5.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders

of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1006 of the Base Indenture shall be amended by replacing Section 1006 thereof in its entirety with the following:

“Section 1006. [RESERVED.]”

Section 5.02 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following new Sections 1008, 1009 and 1010 thereto, each as set forth

below:

“Section 1008. Section 18(a)(1)(A) of the Investment Company Act.

The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is

subject to, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, giving effect to any exemptive relief granted to the Company by the

Commission.”

“Section 1009. Section 18(a)(1)(B) of the Investment Company Act.

The Company hereby agrees for the period of time during which Notes are outstanding, the Company will not declare any dividend (except a

dividend payable in its stock), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or

distribution, or at the time of any such purchase, the Company has an asset coverage, as defined in the Investment Company Act, of at least the threshold specified under Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment

Company Act or any successor provisions thereto of the Investment Company Act, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and in each

case giving effect to any no-action relief granted by the Commission to another business development company and upon which the Company may reasonably rely

(or to the Company if the Company determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the

prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, in order to maintain its status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as

amended.

“Section 1010. Commission Reports and Reports to Holders.

If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act to file any

periodic reports with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company,

audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial

statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP, as applicable.

Delivery of such reports, information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such

shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to

conclusively rely exclusively on Officers’ Certificates).”

ARTICLE VI

THE TRUSTEE

Section 6.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 602 of the Base Indenture shall be amended by replacing clause (5) thereof in its entirety with the following:

“(5) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or

direction of any of the Holders of the Notes unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request

or direction.”

ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 7.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 801 of the Base Indenture shall be amended by replacing Section 801 in its entirety with the following:

“Section 801. Company May Consolidate, Etc., Only on Certain

Terms.

The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned

Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of

the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition; and provided further that this Section 801 shall not apply to any sale, transfer, lease, conveyance, or other disposition of

all or substantially all of the Company’s property to a wholly owned Subsidiary) in one transaction or series of related transactions unless:

(1) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the

Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company or trust organized and existing under the laws of the United States of

America or any state or territory thereof or the District of Columbia;

(2) the Surviving Person (if other than the

Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest

on, all the Outstanding Securities, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;

(3) immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or

Event of Default shall have occurred and be continuing; and

(4) the Company shall deliver, or cause to be delivered, to

the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 801, that all conditions precedent in this Indenture

relating to such transaction have been complied with.

For the purposes of this Section 801, the sale, transfer,

lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a

consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.”

Section 7.02 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 802 of the Base Indenture shall be amended by replacing Section 802 in its entirety with the following:

“Section 802. Successor Person Substituted.

Upon any consolidation or merger, or any conveyance or transfer of the

properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance or transfer

is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and in the event of any such conveyance or

transfer, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and coupons and may be dissolved and liquidated.”

ARTICLE VIII

REDEMPTION

OF SECURITIES

Section 8.01 In the event of any conflict between the terms relating to redemption set forth

in Section 1.01(h) of this Third Supplemental Indenture and Article 11 of the Base Indenture, the terms set forth in this Third Supplemental Indenture shall control.

Section 8.02 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1103 of the Base Indenture shall be amended by replacing Section 1103 in its entirety with the following:

“Section 1103. Selection by Trustee of Securities to be Redeemed.

If less than all of the Securities are to be redeemed at any time, and the Securities are global Securities, the Securities to

be redeemed will be selected by the Trustee in accordance with applicable Depositary procedures. If the Securities to be redeemed or repurchased are not global Securities then held by the Depositary, the Trustee shall select the Securities to be

redeemed (i) on a pro rata basis to the extent practicable or (ii) to the extent that selection on a pro rata basis is not practicable by lot or such other similar method the Trustee deems to be fair and appropriate (and, in

any case, in accordance with (x) the applicable procedures of the Depositary, (y) the Investment Company Act as directed by the Company and (z) the rules of any national securities exchange or quotation system on which the Notes are

listed) from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, not less than 30 nor more than 60 days prior to the Redemption Date; provided, that such method may provide

for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum

authorized denomination for Securities of that series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for

Securities of such series.

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself)

in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires,

all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.”

ARTICLE IX

DEFEASANCE

AND COVENANT DEFEASANCE

Section 9.01 Except as may be provided in a Future Supplemental Indenture, for the

benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1404 of the Base Indenture shall be amended by replacing clause (a) thereof in its entirety

with the following:

“(a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or

another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged

as security for the benefit of, and dedicated solely to, the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such Currency in which such Securities and any coupons appertaining thereto are then specified as

payable at Stated Maturity) or (2) Government Obligations applicable to such Securities and coupons appertaining thereto determined on the basis of the Currency in which such Securities and coupons appertaining thereto are then specified as

payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any)

and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of

independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and

premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or

analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons

appertaining thereto.”

Section 9.02 Except as may be provided in a Future Supplemental Indenture, for the

benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1405 of the Base Indenture shall be amended by replacing the final paragraph thereof in its

entirety with the following:

“Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the

Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized investment bank, appraisal

firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be

deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.”

ARTICLE X

VOTING

Section 10.01 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the

Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause (c) thereof in its entirety with the following:

“(c) At any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00

principal amount of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not

Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”

ARTICLE XI

MISCELLANEOUS

Section 11.01 This Third Supplemental Indenture and the Notes shall be governed by and construed in accordance with

the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Third Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are

required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the

imposed duties will control.

Section 11.02 In case any provision in this Third Supplemental Indenture or in the

Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.03 This Third Supplemental Indenture may be executed in any number of counterparts, each of which will be

an original, but such counterparts will together constitute but one and the same Third Supplemental Indenture. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other

electronic means shall constitute effective execution and delivery of this Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or other electronic means shall be deemed

to be their original signatures for all purposes.

Section 11.04 The Base Indenture, as supplemented and amended

by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions

included in this Third Supplemental Indenture supersede

any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this

Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Third Supplemental Indenture. All of the provisions contained in the Base Indenture in respect of the rights,

privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Third Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

Section 11.05 The provisions of this Third Supplemental Indenture shall become effective as of the date hereof.

Section 11.06 No past, present or future director, officer, employee, incorporator, or stockholder of the Company

shall have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder shall have been deemed to

waive and release all such liability, and such waiver and release are part of the consideration for issuance of the Notes.

Section 11.07 Notwithstanding anything else to the contrary herein, the terms and provisions of this Third

Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Third Supplemental Indenture shall not and does not otherwise affect, modify, alter, supplement or change the

terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.

Section 11.08 The recitals contained herein and in the Notes, except the Trustee’s certificate of

authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture, the Notes

or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Third Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall

not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.

[Signature

Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be

duly executed as of the date first above written.

PENNANTPARK FLOATING RATE CAPITAL LTD.

By:

/s/ Arthur H. Penn

Name:

Arthur H. Penn

Title:

Chief Executive Officer

[Signature Page to Third Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be

duly executed as of the date first above written.

EQUINITI TRUST COMPANY, LLC, as Trustee

By:

/s/ Paul H. Kim

Name:

Paul H. Kim

Title:

Assistant General Counsel

[Signature Page to Third Supplemental Indenture]

Exhibit A – Form of Global Note

THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A

NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY

AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PennantPark Floating Rate Capital Ltd.

No.

Initially $

CUSIP No. 70806A 205

ISIN No. US70806A2050

7.375% Notes due 2031

PennantPark Floating Rate Capital Ltd., a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which

term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of (U.S. $ ), or

such other principal sum as shall be set forth in the Schedule of Increases or Decreases attached hereto, on June 15, 2031, and to pay interest thereon from June 1, 2026 or from the most recent Interest Payment Date to which interest has

been paid or duly provided for, quarterly on March 15, June 15, September 15 and December 15 in each year, commencing September 15, 2026, at the rate of 7.375% per annum, until the principal hereof is paid or made available

for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular

Record Date for such interest, which shall be March 1, June 1, September 1 and December 1, as the case may be, next preceding such Interest Payment Date; provided, that if a Regular Record Date is not a Business Day, then

such Regular Record Date will be the next Business Day. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in

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whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to

Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series

may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Paying Agent, which

shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of

interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as this Security is registered to Cede &

Co., such payment will be made by wire transfer in accordance with the procedures established by the Depository Trust Company and the Trustee.

Reference

is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this

Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:

PENNANTPARK FLOATING

RATE CAPITAL LTD.

By:

Name:

Arthur H. Penn

Title:

Chief Executive Officer

[Signature Page to Global Note]

This is one of the Securities of the series designated therein referred to in the within-mentioned

Indenture.

Dated:

EQUINITI TRUST COMPANY, LLC, as Trustee

By:

Name:

Title:

Authorized Signatory

[Signature Page to Global Note]

[BACK OF NOTE]

PennantPark Floating Rate Capital Ltd.

7.375% Notes due 2031

This Security is one of a

duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 23, 2021 (herein called the “Base Indenture”, which

term shall have the meaning assigned to it in such instrument), between the Company and Equiniti Trust Company, LLC, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and

reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the

Securities are, and are to be, authenticated and delivered, as supplemented by the Third Supplemental Indenture, relating to the Securities, dated as of June 1, 2026, by and between the Company and the Trustee (herein called the “Third

Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In the event of any conflict between the Base Indenture and the Third Supplemental Indenture, the Third Supplemental Indenture shall govern and

control.

This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $100,000,000 (or up to

$115,000,000 if the underwriters’ overallotment option to purchase additional Notes is exercised in full). Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may

from time to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same interest rate, maturity, CUSIP number and

other terms as the Securities, provided, that such Additional Securities must be part of the same issue as the Securities for U.S. federal income tax purposes if represented by the same CUSIP number as the Securities. Any Additional

Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise requires. The aggregate amount of

Outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

The

Securities may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 15, 2028 upon not less than 30 days nor more than 60 days’ written notice prior to the date fixed for

redemption thereof, at a Redemption Price of 100% of the outstanding principal amount of the Securities to be redeemed plus accrued and unpaid interest payments otherwise payable thereon for the then-current quarterly interest period accrued to, but

excluding, the Redemption Date.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for

all purposes, absent manifest error.

If the Company chooses to redeem any of the Securities, the Company will deliver a notice of redemption to holders

of the Securities not less than 30 nor more than 60 days before the Redemption Date. Any exercise of the Company’s option to redeem the Securities will be done in

A-3

compliance with the Investment Company Act. If the Company is redeeming less than all of the Securities, the particular Security to be redeemed will be selected by the Trustee on a pro

rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee deems fair and appropriate, and in any case, in accordance with (x) the applicable

procedures of the Depositary, (y) the Investment Company Act as directed by the Company and (z) rules of any national securities exchange or quotation system on which the Securities are listed; provided, that no such partial

redemption will reduce the portion of the principal amount of the Securities not redeemed to less than $25.

Unless the Company defaults in payment of the

Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of

Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with

respect to Securities of this series shall occur and be continuing (other than Events of Default related to certain events of bankruptcy, insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may

be declared due and payable in the manner and with the effect provided in the Indenture. In the case of certain events of bankruptcy, insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest

on the Securities will automatically become due and payable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof

and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not

less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each

series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu

hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the

Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee

written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the

Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and

the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with

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such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit

instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is

absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon

surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of

transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized

denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are

issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are

exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to cover

any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the

Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor

any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings

assigned to them in the Indenture.

To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of

the Indenture shall govern and be controlling.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the

State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this

Note to:

(INSERT ASSIGNEE’S LEGAL NAME)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably

appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your

Signature:

(Sign exactly as your name appears on the face of this

Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

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SCHEDULE OF INCREASES AND DECREASES OF GLOBAL NOTE

The initial principal amount of this Global Note is $ . The following increases and decreases to this Global Note have been made:

Date of Increase or

Decrease

Amount of Decrease in

Principal Amount at

Maturity

of this Global Note

Amount of Increase in

Principal Amount at

Maturity

of this Global Note

Principal Amount at

Maturity

of this Global Note

Following such

decrease

(or

increase)

Signature of

Authorized Signatory

of Trustee

or DTC

Custodian

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EX-5.1

Filename: d37162dex51.htm · Sequence: 3

EX-5.1

Exhibit 5.1

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

June 1, 2026

PennantPark

Floating Rate Capital Ltd.

1691 Michigan Avenue

Miami

Beach, Florida 33139

Re:

Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as counsel to PennantPark

Floating Rate Capital Ltd., a Maryland corporation (the “Company”), in connection with the preparation and filing of (1) a registration statement on Form N-2 (Registration No. 333-279726), originally filed on May 24, 2024 and as subsequently amended on June 21, 2024 and July 15, 2024, with the U.S. Securities and Exchange Commission (the

“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) (the “Registration Statement”) and (2) the final prospectus supplement, dated May 27, 2026

(including the base prospectus filed therewith, the “Prospectus Supplement”), filed with the Commission on May 28, 2026 pursuant to Rule 424(b)(2) under the Securities Act, relating to the proposed issuance by the Company of

$100,000,000 aggregate principal amount of its 7.375% notes due 2031 and an additional $5,000,000 aggregate principal amount of its 7.375% notes due 2031 pursuant to a partial exercise of the Underwriters’ (as defined in the Underwriting

Agreement (as defined below)) overallotment option (collectively, the “Notes”), to be sold to underwriters pursuant to an underwriting agreement in substantially the form filed as Exhibit 1.1 to the Company’s Current Report

on Form 8-K filed with the Commission on June 1, 2026 (the “Underwriting Agreement”). This opinion letter is being furnished to the Company in accordance with the requirements of Item

25 of Form N-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), and we express no opinion herein as to any matter other than as to the legality of the Indenture (as

defined below) and the Notes.

The Notes are to be issued pursuant to the indenture dated as of March 23, 2021 (the “Base

Indenture”), between the Company and Equiniti Trust Company, LLC, as trustee (the “Trustee”), as supplemented by the third supplemental indenture dated as of June 1, 2026 (together with the Base Indenture, the

“Indenture”), between the Company and the Trustee.

In rendering the opinions expressed below, we have examined and relied on originals

or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the

Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, including the following documents:

(i)

the Registration Statement;

(ii)

the Prospectus Supplement;

(iii)

the Underwriting Agreement;

(iv)

the Indenture;

(v)

a specimen copy of the form of the Notes to be issued pursuant to the Indenture;

PennantPark Floating Rate Capital Ltd.

June 1,

2026

Page

(vi)

the Articles of Amendment and Restatement of the Company, as amended;

(vii)

the Second Amended and Restated Bylaws of the Company;

(viii)

a Certificate of Status from the State Department of Assessments and Taxation of the State of Maryland as to

the existence and good standing of the Company as of a recent date; and

(ix)

the resolutions of the board of directors of the Company and resolutions approved by the pricing committee of

the Board, relating to, among other things, the authorization and issuance of the Notes.

As to the facts upon which this opinion is

based, we have relied, to the extent we deem proper, upon certificates of public officials (which we have assumed remain accurate as of the date of this opinion letter) and certificates and written statements of agents, officers, directors and

representatives of the Company without having independently verified such factual matters.

In our examination, we have assumed the genuineness of all

signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents

examined by us, and the legal power and authority of all persons signing on behalf of the parties to such documents (other than the Company). We have further assumed that there has been no oral modification of, or amendment or supplement (including

any express or implied waiver, however arising) to, any of the agreements, documents or instruments used by us to form the basis of the opinion expressed below.

On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:

The Indenture constitutes the valid and legally binding obligation of the Company, enforceable against the

Company in accordance with its terms.

When duly executed by the Company and authenticated by the Trustee in accordance with the terms of the

Indenture and delivered to the underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Notes will constitute the legal and binding obligations of the Company, enforceable against the Company in

accordance with their terms.

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and

exceptions being true and correct at or before the issuance of the Notes:

(i)

the Company is duly incorporated and validly existing in good standing under the laws of the State of Maryland;

(ii)

the Indenture and the Notes have been duly authorized, executed and delivered by each party thereto (other than

the Company);

(iii)

the terms of the Notes have been duly established and approved by all necessary corporate actions on the part

of the Company;

(iv)

the terms of the Notes as established comply with the requirements of the 1940 Act; and

PennantPark Floating Rate Capital Ltd.

June 1,

2026

Page

(v)

the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the

Indenture and delivered to and paid for by the purchasers thereof.

The opinions set forth herein as to enforceability of obligations of

the Company are subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally, and by general principles of

equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court or other body before which any proceeding may be brought; (ii) the unenforceability under certain circumstances under law

or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iii) an implied covenant of good faith and

fair dealing; (iv) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; (v) requirements that a claim with respect to any debt securities

denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and

(vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. We express no opinion as to the validity, legally binding effect or enforceability of any

provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court may determine in the circumstances under applicable law to be commercially unreasonable or a penalty or

forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

We are members of

the bar of the State of New York, and the foregoing opinions are limited to the federal laws of the United States of America and the laws of the State of New York.

This opinion letter has been prepared for the Company’s use solely in connection with the Registration Statement. We assume no obligation to advise you

of any changes in the foregoing subsequent to the date of this opinion. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission

on June 1, 2026, and to the reference to this firm under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement and the Prospectus Supplement. In giving such consent, we do not thereby admit that

we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

SP/RAM/as/aj

EX-5.2

Filename: d37162dex52.htm · Sequence: 4

EX-5.2

Exhibit 5.2

June 1, 2026

PennantPark Floating Rate

Capital Ltd.

590 Madison Avenue

15th Floor

New York, New York 10022

Re:

Registration Statement on Form N-2:

File No.: 333-279726

Ladies and Gentlemen:

We have served as

Maryland counsel to PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”) and a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with

certain matters of Maryland law arising out of the registration by the Company of up to $115,000,000 aggregate principal amount of the Company’s 7.375% Notes due 2031 (the “Notes”), including up to $15,000,000 aggregate principal

amount of the Notes that the underwriters in the offering of the Notes have the option to purchase, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company

with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or

copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein, substantially in the form in which it was transmitted to the

Commission under the 1933 Act;

2. The Prospectus Supplement, dated May 27, 2026, in the form filed by the Company with the Commission

pursuant to Rule 424(b) under the 1933 Act;

3. The charter of the Company, certified by the State Department of Assessments and Taxation

of Maryland (the “SDAT”);

4. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

PennantPark Floating Rate Capital Ltd.

June 1, 2026

Page

6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the

Company, and a duly authorized committee thereof, relating to the authorization of the filing of the Registration Statement and the sale and issuance of the Notes, certified as of the date hereof by an officer of the Company;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the

assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the

Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not

differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such

Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or

written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing

with the SDAT.

PennantPark Floating Rate Capital Ltd.

June 1, 2026

Page

2. The issuance of the Notes has been duly authorized and, when and if issued and delivered

against payment therefor in accordance with the Resolutions, the Notes will be validly issued.

The foregoing opinion is limited to the

laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of

the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters

expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Notes (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the

Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

119117-413023

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

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dei_

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xbrli:normalizedStringItemType

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duration