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): July 20, 2026

PennantPark Private Income Fund

(Exact name of registrant as specified in its charter)

Delaware		000-56787		33-4777837
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1691 Michigan Avenue Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

(786) 297-9500

(Registrant’s telephone number, including area code)

 

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

Title of each class		Trading Symbol(s)		Name of each exchange  on which registered
N/A		N/A		N/A

 

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 (see General Instructions A.2. below):

	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 3.02	Unregistered Sales of Equity Securities.

On July 1, 2026, PennantPark Private Income Fund (the “Company”) issued and sold 31,142 of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) (with the final number of Common Shares issued being determined on July 20, 2026) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $805,000.

The offer and sale of the Common Shares were conducted in connection with the Company’s continuous private offering of Common Shares (the “Private Offering”) in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company relied, in part, upon representations from each participating investor in the relevant subscription agreement that such investor is an “accredited investor” as defined in Regulation D under the Securities Act.

	Item 8.01	Other Events.

Net Asset Value

The net asset value per share of the Common Shares as of June 30, 2026, as determined by the Company, is $25.85.

As of June 30, 2026, the Company’s aggregate net asset value was approximately $124,321,121.

	Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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

Date: July 24, 2026

	PennantPark Private Income Fund
	By:	/s/ Richard T. Allorto, Jr.
	Name:	Richard T. Allorto, Jr.
	Title:	Chief Financial Officer