ArrowMark Financial Corp. 8-K

What Happened

• ArrowMark Financial Corp. (NASDAQ: BANX) announced on January 22, 2026 that it entered into a Dealer Manager Agreement with ArrowMark Asset Management, LLC and UBS Securities LLC to conduct a transferable rights offering (the “Offer”).
• The Offer gives holders of record as of January 22, 2026 one Right per outstanding common share; three Rights are required to subscribe for one new common share (a 1-for-3 subscription). The Fund may offer up to 2,604,156 common shares under the Offer.
• The Offer is being made under a prospectus supplement dated January 22, 2026 and the Fund’s shelf registration on Form N-2. The Fund also engaged Equiniti Trust Company, LLC as Subscription Agent and EQ Fund Solutions, LLC as Information Agent. A legal opinion from Troutman Pepper Locke LLP is filed with the 8‑K.

Key Details

• Total shares available: up to 2,604,156 common shares.
• Record date: January 22, 2026; one Right per share held on that date.
• Subscription ratio: 1 new share for every 3 Rights exercised (1-for-3). Holders with fewer than 3 shares as of the Record Date may subscribe for one full share.
• Service providers: Dealer Manager — ArrowMark Asset Management and UBS Securities; Subscription Agent — Equiniti Trust; Information Agent — EQ Fund Solutions; legal counsel — Troutman Pepper.

Why It Matters

• For existing shareholders: the rights offering lets current holders subscribe for additional shares before new investors, but exercising is required to avoid dilution—if you don’t exercise or sell your Rights, your ownership percentage could be reduced.
• For potential capital impact: the Offer is a mechanism for the Fund to raise equity capital (up to the stated share amount) under its existing registration statement, which could affect the Fund’s assets under management and per-share metrics depending on use of proceeds.
• Administrative note: Rights are transferable and the Offer is subject to limitations and allotment procedures described in the prospectus supplement; shareholders should review the prospectus materials and any notice they receive to decide whether to exercise, sell, or let Rights lapse.