Arrowmark Financial Corp. 8-K Filing

FAQ

Key Financial Figures

• $25,000,000 — ion with the issuance and sale of up to $25,000,000 of the Company's shares of common stock

Filing Documents

• tm2533424d2_8k.htm (8-K) — 31KB
• tm2533424d1_ex1-1.htm (EX-1.1) — 86KB
• tm2533424d1_ex1-2.htm (EX-1.2) — 77KB
• tm2533424d2_ex5-1.htm (EX-5.1) — 17KB
• tm2533424d2_ex99-1.htm (EX-99.1) — 7KB
• tm2533424d2_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2533424d2_ex5-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-25-121660.txt ( ) — 443KB
• banx-20251215.xsd (EX-101.SCH) — 3KB
• banx-20251215_lab.xml (EX-101.LAB) — 33KB
• banx-20251215_pre.xml (EX-101.PRE) — 22KB
• tm2533424d2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 15, 2025, ArrowMark Financial Corp. entered into a distribution agreement (the "Distribution Agreement") with ALPS Distributors, Inc. (the "Distributor") in connection with the issuance and sale of up to $25,000,000 of the Company's shares of common stock, from time to time, through the Distributor as the Company's agent, in transactions deemed to be "at the market" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Offering"). Pursuant to the Distribution Agreement, the Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor has entered into a sub-placement agent agreement, dated December 15, 2025 (the "Sub-Placement Agent Agreement"), with UBS Securities LLC (the "Sub-Placement Agent") relating to the Common Shares to be offered under the Distribution Agreement. The Offering was made pursuant to the Company's registration on February 13, 2025 and declared effective on February 18, 2025, a base prospectus dated February 18, 2025 and a prospectus supplement dated December 15, 2025. The legal opinion, including the related consent, of Troutman Pepper Locke LLP relating to the issuance and sale of the shares of Common Stock issued in the Offering is filed as Exhibit 5.1 hereto. The foregoing descriptions of the Distribution Agreement and the Sub-Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Distribution Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference, and the full text of the Sub-Placement Agent Agreement filed with this report as Exhibit 1.2 and incorporated herein by reference to this Current Report on Form 8-K. The Distribution Agreement and Sub-Placement Agent Agreement

01

Item 8.01 Other Events. On December 15, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 1.1 Distribution Agreement between the Registrant and ALPS Distributors, Inc., dated December 15, 2025 1.2 Sub-Placement Agent Agreement between ALPS Distributors, Inc. and UBS Securities LLC, dated December 15, 2025 5.1 Opinion of Troutman Pepper Locke LLP 23.1 Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) 99.1 Press Release, dated, December 15, 2025 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. ARROWMARK FINANCIAL CORP . Date: December 15, 2025 By: /s/ Patrick J. Farrell Name: Patrick J. Farrell Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR