ArrowMark Financial Corp. Files 8-K

TL;DR

ArrowMark Financial Corp. filed an 8-K on 12/19/25 for events on 12/18/25, including a material agreement.

AI Summary

ArrowMark Financial Corp. filed an 8-K on December 19, 2025, reporting on events that occurred on December 18, 2025. The filing indicates a material definitive agreement was entered into, along with other events and the submission of financial statements and exhibits. The company, formerly known as StoneCastle Financial Corp., is incorporated in Delaware and headquartered in Denver, Colorado.

Why It Matters

This 8-K filing signals significant corporate activity, including a material definitive agreement, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing of an 8-K, especially one involving a material definitive agreement, can indicate significant corporate changes that may carry inherent risks.

Key Players & Entities

• ArrowMark Financial Corp. (company) — Registrant
• StoneCastle Financial Corp. (company) — Former company name
• December 18, 2025 (date) — Date of earliest event reported
• December 19, 2025 (date) — Filing date
• 100 Fillmore Street, Suite 325, Denver, Colorado 80206 (address) — Principal executive offices

FAQ

Key Financial Figures

• $22.28 — ("Common Stock"). The offering price is $22.28 per share of Common Stock. The shares a
• $14,999,987 — ds from the Offering were approximately $14,999,987.72, exclusive of legal and administrati

Filing Documents

• tm2533929d1_8k.htm (8-K) — 30KB
• tm2533929d1_ex5-1.htm (EX-5.1) — 12KB
• tm2533929d1_ex10-1.htm (EX-10.1) — 108KB
• tm2533929d1_ex99-1.htm (EX-99.1) — 6KB
• tm2533929d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2533929d1_ex5-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-25-122683.txt ( ) — 366KB
• banx-20251218.xsd (EX-101.SCH) — 3KB
• banx-20251218_lab.xml (EX-101.LAB) — 33KB
• banx-20251218_pre.xml (EX-101.PRE) — 22KB
• tm2533929d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 18, 2025, ArrowMark Financial Corp. (NASDAQ: BANX) (the "Company"), a closed-end investment company, entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain investors named therein (the "Investors"), relating to a direct public offering (the "Offering") of 673,249 shares of the Company's common stock ("Common Stock"). The offering price is $22.28 per share of Common Stock. The shares are expected to be delivered on December 19, 2025. The Offering was made pursuant to the Company's registration on July 24, 2024 and declared effective on February 18, 2025, a base prospectus dated February 18, 2025 and a prospectus supplement dated December 18, 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 proceeds from the Offering were approximately $14,999,987.72, exclusive of legal and administrative expenses associated with the transaction. The transaction date for the purchase and sale of Common Stock was December 18, 2025 and shares of Common Stock are expected to be delivered on December 19, 2025. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Securities Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Securities Purchase Agree

01

Item 8.01 Other Events. On December 18, 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 5.1 Opinion of Troutman Pepper Locke LLP 10.1 Securities Purchase Agreement, dated December 18, 2025, by and among ArrowMark Financial Corp. and the investors named therein 23.1 Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) 99.1 Press Release, dated, December 18, 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 18, 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