PennantPark Private Income Fund 8-K

What Happened
PennantPark Private Income Fund announced on June 29, 2026 that it entered into an Amended and Restated Expense Limitation and Reimbursement Agreement with PennantPark Private Income Fund Advisers LLC. The amendment lets the Investment Adviser elect to pay some or all of certain company expenses (each an “Expense Payment”) rather than only limiting the Company’s expenses. The full agreement is filed as Exhibit 10.1 to the 8-K.

Key Details

• The Investment Adviser may make Expense Payments on the Company’s behalf; each committed Expense Payment is deemed an asset of the Company on the last business day of the quarter in which the adviser commits in writing.
• Expense Payments will be provided in cash or by offset against amounts the Company owes the adviser, payable no later than 45 days after the adviser’s written commitment.
• “Specified Expenses” eligible for support exclude: base management fee, incentive fee, brokerage costs, dividend/interest/leverage costs, taxes, adviser-determined extraordinary expenses, certain organization/offering expenses, and indirect costs of investing in other funds.
• Expense Payments are eligible for recoupment over a rolling three-year period. Reimbursement (a “Reimbursement Payment”) is payable from Excess Operating Funds — when Available Operating Funds (net investment income plus certain dividends/distributions) exceed distributions declared and accrued in a calendar quarter.
• Reimbursement in any quarter equals the lesser of (i) that quarter’s Excess Operating Funds and (ii) the aggregate unreimbursed Expense Payments made in the prior three years; the adviser may defer its right to reimbursement.
• From the later of (x) when the Company receives $185,000,000 in gross proceeds from common share sales (with certain exclusions) and (y) September 16, 2027, any Company obligation to reimburse will automatically become a liability on the last business day of the applicable quarter. The agreement terminates automatically on September 30, 2027; unpaid reimbursement obligations survive termination.

Why It Matters
This amendment gives the investment adviser greater flexibility to temporarily cover the fund’s operating costs, which can help the fund manage near-term cash needs and distributions. However, those payments can be reclaimed by the adviser over up to three years and, after certain milestones (including $185M of gross proceeds or September 16, 2027), unreimbursed amounts become formal liabilities of the Company. Investors should note the potential for future reimbursement obligations to affect available cash for distributions and the Company’s balance sheet. For full terms, review Exhibit 10.1 filed with the 8-K.