Item 1.01. Entry into a Material Definitive Agreement.

On October 14, 2021, PennantPark Investment Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC and Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc. and Truist Securities, Inc., as representatives of the several underwriters named on Schedule A to the Underwriting Agreement, in connection with the issuance and sale of $165,000,000 aggregate principal amount of the Company's 4.00% Notes due 2026 (the "Offering"). The closing of the Offering is expected to occur on October 21, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-230014) previously filed with the Securities and Exchange Commission (the "Registration Statement"), as supplemented by a preliminary prospectus supplement, dated October 14, 2021 (the "Preliminary Prospectus Supplement"), a final prospectus supplement, dated October 14, 2021 (the "Final Prospectus Supplement"), and the pricing term sheet filed with the Securities Exchange Commission on October 14, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this Current Report on Form 8-K as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:

None

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(b) Pro forma financial information:

None

(c) Shell company transactions:



None

(d) Exhibits



1.1      Underwriting Agreement, dated October 14, 2021, by and among the Company,
       PennantPark Investment Advisers, LLC, PennantPark Investment
       Administration, LLC and Raymond James  & Associates, Inc., Keefe,
       Bruyette & Woods, Inc. and Truist Securities, Inc., as representatives of
       the several underwriters named on Schedule A thereto.

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