UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 orOr 15(d)of ~~the Securities Exchange Act~~ of ~~1934~~The

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): February 3, 2026~~1934

~~_______________________________~~February 3, 2026

Date of Report (Date of earliest event reported)

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)	(IRS Employer Identification No.)

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 
(Address of Principal Executive Offices)

     33139
(Zip Code)

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
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~~Check ~~by check mark whether~~ the ~~registrant~~appropriate isbox anbelow ~~emerging~~if ~~growth company as defined in Rule 405 of~~ the ~~Securities~~Form ~~Act~~8-K offiling ~~1933~~is ~~(§230.405~~intended ofto ~~this~~simultaneously ~~chapter)~~satisfy orthe ~~Rule~~filing ~~12b-2~~obligation of the ~~Securities~~registrant ~~Exchange~~under ~~Act~~any of ~~1934~~the ~~(§240.12b-2~~following ~~of this chapter).~~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))

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 75.~~01.~~07 ~~Regulation~~Submission FDof ~~Disclosure.~~Matters to a Vote of Security Holders

On February 3, 2026, PennantPark Floating Rate Capital Ltd. ~~issued~~(the a“Company”) ~~press~~held ~~release~~its ~~announcing~~annual ~~its~~meeting ~~monthly~~of ~~distribution.~~stockholders A(the ~~copy~~“Annual Meeting”) and submitted two matters to the vote of its stockholders. The proposals are described in detail in the ~~press~~Company’s ~~release~~definitive isproxy ~~furnished~~statement asfiled ~~Exhibit~~with 99the Securities and Exchange Commission on December 17, 2025.1 As of December 3, 2025, the record date, 99,217,896 shares of common stock were eligible to ~~this~~vote. ~~Form~~A ~~8-K~~summary of the matters voted upon by the stockholders is set forth below.

~~The~~Proposal ~~information in this report on Form 8-K, including Exhibit 99.~~1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The ~~information~~Company’s instockholders ~~this~~elected ~~report~~two onClass ~~Form~~III ~~8-K~~directors ~~shall~~of ~~not be deemed incorporated by reference in any filing under~~ the ~~Securities Act of 1933~~Company, aswho ~~amended,~~will oreach ~~the~~serve ~~Securities~~until ~~Act, or under~~ the ~~Exchange~~2029 ~~Act,~~Annual ~~except~~Meeting asand ~~shall~~until behis ~~expressly~~successor ~~set~~is ~~forth~~duly byelected ~~specific~~and ~~reference in such filing~~qualifies.

~~Forward-Looking~~The ~~Statements~~voting results as of February 3, 2026, as certified by the inspector of election, are set forth below:

This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. PennantPark Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.


Name	For			Against			Abstain			Broker Non-Vote
Arthur H. Penn		18,594,173			2,754,774			530,679			38,651,116
% of Shares Voted		84.98	%		12.59	%		2.43	%	N/A
José A. Briones, Jr.		17,591,279			3,676,864			611,483			38,651,116
% of Shares Voted		80.40	%		16.80	%		2.80	%	N/A

~~Item~~Proposal 92.~~01.~~ ~~Financial~~The ~~Statements~~Company’s ~~and~~stockholders ~~Exhibits~~ratified the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2026.

~~(a)~~The ~~Financial~~voting ~~statements:~~results as of February 3, 2026, as certified by the inspector of election, are set forth below:

None


	For			Against			Abstain
Shares Voted		57,485,168			1,945,710			1,099,864
% of Shares Voted		94.97	%		3.21	%		1.82	%

(b) Pro forma financial information:

None

(d) Exhibits

99.1		Press Release of PennantPark Floating Rate Capital Ltd. Dated February 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	~~PennantPark Floating Rate Capital Ltd.~~	PennantPark Floating Rate Capital Ltd.
Date: February 3, 2026	By:	/s/ Richard T. Allorto, Jr.
Dated: February 5, 2026		/s/ RICHARD T. ALLORTO, Jr.
		Richard T. Allorto, Jr.
		Richard T. Allorto, Jr.Chief Financial Officer & Treasurer
		Chief Financial Officer & Treasurer

Filing Compare · PennantPark Floating Rate Capital Ltd.