Gladstone Capital Corporation
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A business development company, Gladstone Capital lends money to America's lower middle-market companies through senior and subordinated loans, and also buys small stakes in them. It was founded in 2001 by veteran investor David Gladstone, who named his family of firms after himself; his previous posts included running two other big lenders. The name itself echoes the old Scottish word for a kite, a bird of prey.
5.875% Convertible Notes due 2030
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
All statements contained herein, other than historical facts, may constitute “forward-looking statements.” These statements may relate to, among other things, our future operating results, our business prospects and the prospects of our portfolio companies, actual and potential…
All statements contained herein, other than historical facts, may constitute “forward-looking statements.” These statements may relate to, among other things, our future operating results, our business prospects and the prospects of our portfolio companies, actual and potential conflicts of interest with Gladstone Management Corporation (the “Adviser”), our investment adviser, and its affiliates, the use of borrowed money to finance our investments, the adequacy of our financing sources and working capital, and our ability to co-invest, among other factors. In some cases, you can identify forward-looking statements by terminology such as “estimate,” “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “project,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative or variations of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include: (1) changes in the economy and the capital markets, including stock price volatility, inflation, elevated interest rates, geopolitical conflicts, tariffs and trade wars and risks of recession; (2) risks associated with negotiation and consummation of pending and future transactions; (3) the loss of one or more of our executive officers, in particular Robert Marcotte and Michael McQuigg; (4) changes in our investment objectives and strategy; (5) availability, terms (including the possibility of interest rate volatility) and deployment of capital; (6) changes in our industry, interest rates, exchange rates or the general economy; (7) our business prospects and the prospects of our portfolio companies; (8) the degree and nature of our competition; (9) changes in governmental regulation, tax rates and similar matters; (10) our ability to exit investments in a timely manner; (11) our ability to maintain our qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”); and (12) those factors described herein, including Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and in the “Risk Factors” section of our Annual Report on Form 10-K (our “Annual Report”) for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 17, 2025. We caution readers not to place undue reliance on any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. We have based forward-looking statements on information available to us on the date of this report. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC from time to time, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended. The following analysis of our financial condition and results of operations should be read in conjunction with our accompanying Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report. Historical financial condition and results of operations and percentage relationships among any amounts in the financial statements are not necessarily indicative of financial condition or results of operations for any future periods. Except per share amounts, dollar amounts in the tables included herein are in thousands unless otherwise indicated. OVERVIEW General We were incorporated under the Maryland General Corporation Law on May 30, 2001. We operate as an externally managed, closed-end, non-diversified management investment company, and have elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated as a RIC under the Code. To continue to qualify as a RIC for federal income tax purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements. 46 Table of Contents We were established for the purpose of investing in debt and equity securities of established private businesses operating in the U.S. Our investment objectives are to: (1) achieve and grow current income by investing in debt securities of established lower middle market companies in the U.S. that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions to stockholders that grow over time; and (2) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities, in connection with our debt investments, that we believe can grow over time to permit us to sell our equity investments for capital gains. To achieve our investment objectives, our primary investment strategy is to invest in several categories of debt and equity securities, with each investment generally ranging from $8 million to $40 million, although investment size may vary, depending upon our total assets or available capital at the time of investment. We expect that our investment portfolio over time will consist of approximately 90.0% debt investments and 10.0% equity investments, at cost. As of June 30, 2026, our investment portfolio was made up of approximately 90.6% debt investments and 9.4% equity investments, at cost. We focus on investing in lower middle market companies (which we generally define as companies with annual earnings before interest, taxes, depreciation and amortization of $3 million to $25 million) in the U.S. that meet certain criteria, including the following: the sustainability of the business’ free cash flow and its ability to grow it over time, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, reasonable capitalization of the borrower, including an ample equity contribution or cushion based on prevailing enterprise valuation multiples and, to a lesser extent, the potential to realize appreciation and gain liquidity in our equity position, if any. We lend to borrowers that need funds for growth capital or to finance acquisitions or recapitalize or refinance their existing debt facilities. We seek to avoid investing in high-risk, early-stage enterprises. Our targeted portfolio companies are generally considered too small for the larger capital marketplace. We invest by ourselves or jointly with other funds and/or management of the portfolio company, depending on the opportunity. In July 2012, the SEC granted us an exemptive order (the “Co-Investment Order”) that expanded our ability to co-invest, under certain circumstances, with certain of our affiliates, including Gladstone Investment, Gladstone Alternative and any future BDC or registered closed-end management investment company that is advised (or sub-advised if it controls the fund) by the Adviser, or any combination of the foregoing, subject to the conditions in the Co-Investment Order. In September 2025, the SEC granted us a new Co-Investment Order that contains a more flexible requirement that allocations be “fair and equitable” to us and that the Adviser consider the interests of us in allocations and which minimizes certain board approval requirements from the prior Co-Investment Order. We believe the Co-Investment Order has enhanced and will continue to enhance our ability to further our investment objectives and strategies. If we are participating in an investment with one or more co-investors, whether or not an affiliate of ours, our investment is likely to be smaller than if we were investing alone. We are externally managed by the Adviser, an investment adviser registered with the SEC and an affiliate of ours, pursuant to an investment advisory and management agreement. The Adviser manages our investment activities. We have also entered into an administration agreement with Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser, whereby we pay separately for administrative services. Additionally, Gladstone Securities, LLC (“Gladstone Securities”), a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation, which is 100% indirectly owned and controlled by Mr. Gladstone, our chairman, has provided other services, such as investment banking and due diligence services, to certain of our portfolio companies, for which Gladstone Securities receives a fee. Business Portfolio and Investment Activity In general, our investments in debt securities have a term of no more than seven years, accrue interest at variable rates (generally based on one-month Term Secured Overnight Financing Rate (“SOFR”)) and, to a lesser extent, at fixed rates. We seek debt instruments that pay interest monthly or, at a minimum, quarterly, may have a success fee or deferred interest provision and are primarily interest only, with all principal and any accrued but unpaid interest due at maturity. Generally, success fees accrue at a set rate and are contractually due upon a change of control of a portfolio company, typically from an exit or sale. Some debt securities have deferred interest whereby some portion of the interest payment is added to the principal balance so that the interest is paid, together with the principal, at maturity. This form of deferred interest is often called paid-in-kind (“PIK”) interest. 47 Table of Contents Typically, our equity investments consist of common stock, preferred stock, limited liability company interests, or warrants to purchase the foregoing. Often, these equity investments occur in connection with our original investment, recapitalizing a business, or refinancing existing debt. During the nine months ended June 30, 2026, we invested $138.5 million in nine new portfolio companies and extended $86.3 million in investments to existing portfolio companies. In addition, we exited five portfolio companies during the nine months ended June 30, 2026. We received a total of $139.3 million in combined net proceeds and principal repayments from the aforementioned portfolio company exits, as well as principal repayments by existing portfolio companies, during the nine months ended June 30, 2026. Our overall portfolio consists of 59 portfolio companies as of June 30, 2026 and increased by $92.0 million at cost since September 30, 2025. From our initial public offering in August 2001 through June 30, 2026, we have made 736 different loans to, or investments in, 301 companies for a total of approximately $3.4 billion, before giving effect to principal repayments on investments and divestitures. During the nine months ended June 30, 2026, the following significant transactions occurred: •In October 2025, we invested $11.0 million in Total Access Elevator, LLC (“Total Access”), an existing portfolio company, through secured first lien debt. We also extended Total Access a new $9.85 million delayed draw term loan commitment, which was unfunded at close. •In October 2025, our $28.1 million debt investment in Leadpoint Business Services, LLC paid off at par. We also received a $0.3 million prepayment penalty in conjunction with the payoff. •In October 2025, the sale of our remaining common equity investment in Sokol & Company Holdings, LLC (“Sokol”) was completed, representing a return of our equity cost basis of $0.5 million and a realized gain of approximately $1.8 million. •In October 2025, our $17.8 million debt investment in Sea Link International IRB, Inc. (“Sea Link”) paid off at par. We also received a $0.2 million exit fee in conjunction with the payoff. We continue to hold common and preferred equity in Sea Link. •In November 2025, we invested $15.0 million in Turn Key Health Clinics, LLC (“Turn Key”), an existing portfolio company, through secured first lien debt. We also increased our existing line of credit commitment to Turn Key by $1.0 million to $5.0 million, which was unfunded at close. •In November 2025, we invested $26.6 million in Sicilian Oven Restaurants LLC through secured first lien debt and preferred equity. •In December 2025, we invested $30.0 million in RPM Freight Systems, LLC, an existing portfolio company, through secured second lien debt. •In December 2025, we invested $11.3 million in Flexible Technology Solutions, LLC through secured second lien debt and preferred equity. •In January 2026, our $42.8 million debt investment in Vet's Choice Radiology LLC paid off at par. We also received a $0.9 million prepayment penalty in conjunction with the payoff. •In January 2026, we invested $6.0 million in IMX Power Holdings Inc. (“IMX”) through secured first lien debt. We also extended IMX a $1.5 million line of credit commitment and a $3.0 million delayed draw term loan commitment, both of which were unfunded at close. •In February 2026, we invested $18.0 million in Clean Water Environmental Services, Inc. through secured first lien debt. •In February 2026, we invested $6.3 million in Dutch Gold Honey, Inc., an existing portfolio company, through secured second lien debt. In connection with this transaction, we received a distribution of $2.6 million, of which $0.8 million was recognized as return of capital and $1.8 million was recognized as dividend income. •In March 2026, we invested $10.0 million in Incodema3D Holdings, Inc. through secured second lien debt. •In April 2026, we invested $12.7 million in OneSource HoldCo LLC (“OneSource”) through secured first lien debt and common equity. We also extended OneSource a $2.0 million line of credit commitment, of which $1.0 million was funded at close. •In April 2026, we invested $32.5 million in SWECO Worldwide, Inc. (“SWECO”) through secured first lien debt and common equity. We also extended SWECO a $6.0 million line of credit commitment, which was unfunded at close. •In May 2026, our $33.9 million debt investment in Giving Home Health Care, LLC paid off at par. •In May 2026, we invested $13.5 million in SPC Excelus Holdings, Inc. (“Excelus”) through secured first lien debt and preferred equity. We also extended Excelus a $4.0 million line of credit commitment, which was unfunded at close. 48 Table of Contents •In May 2026, we invested an additional $2.8 million in Engineering Manufacturing Technologies, LLC (“EMT”) through secured first lien term debt. We also extended EMT a new $8.0 million delayed draw term loan commitment, of which $2.1 million was funded at close. •In June 2026, we invested $7.0 million in Ascendia Autism Care Partners LLC (“Ascendia”) through secured first lien debt and common equity. We also extended Ascendia a $1.5 million line of credit commitment and $3.5 million delayed draw term loan commitment, both of which were unfunded at close. Refer to Note 12 — Subsequent Events in the accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report for portfolio activity occurring subsequent to June 30, 2026. Capital Raising We have been able to meet our capital needs through extensions of and amendments to our line of credit with KeyBank National Association (“KeyBank”), as administrative agent, lead arranger and lender (as amended and/or restated from time to time, our “Credit Facility”) and by accessing the capital markets in the form of public equity offerings of common and preferred stock and public and private debt offerings. We have successfully extended the Credit Facility’s revolving period multiple times, most recently to October 2027, and have a total commitment amount of $365.0 million as of June 30, 2026. During the nine months ended June 30, 2026, we sold 1,182,099 shares of 6.25% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) for gross proceeds of $29.6 million. In September 2025, we completed an offering of $149.5 million aggregate principal amount of our 5.875% Convertible Notes due 2030 (the “2030 Convertible Notes”). In June 2026, we completed an offering of 7.00% Notes due 2029 with an aggregate principal amount of $60.0 million (the “2029 Notes”). Refer to “Liquidity and Capital Resources — Revolving Line of Credit,” “Liquidity and Capital Resources — Equity — Preferred Stock,” and “Liquidity and Capital Resources — Notes Payable” for further discussion. Although we have been able to access the capital markets historically and in recent years, market conditions may affect the trading price of our capital stock and thus may inhibit our ability to finance new investments through the issuance of equity in the future. When our common stock trades below net asset value (“NAV”) per common share, our ability to issue equity is constrained by provisions of the 1940 Act, which generally prohibits the issuance and sale of our common stock below NAV per common share without first obtaining approval from our stockholders and our independent directors, other than through sales to our then-existing stockholders pursuant to a rights offering. On June 30, 2026, the closing market price of our common stock was $19.42 per share, a 9.7% discount to our June 30, 2026 NAV per share of $21.50. Regulatory Compliance Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage limitations of the 1940 Act, which require us to have an asset coverage (as defined in Sections 18 and 61 of the 1940 Act) of at least 150% on our “senior securities representing indebtedness” and our “senior securities that are stock.” On April 10, 2018, our Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) thereof, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the Company’s asset coverage requirements for senior securities changed from 200% to 150%, effective April 10, 2019. As of June 30, 2026, our asset coverage on our “senior securities representing indebtedness” was 218.6% and our asset coverage on our “senior securities that are stock” was 196.2%. 49 Table of Contents Recent Developments Distributions On July 14, 2026, our Board of Directors declared the following distributions to common and preferred stockholders: Record Date Payment Date Distribution per Common Share July 24, 2026 July 31, 2026 $ 0.15 August 18, 2026 August 31, 2026 0.15 September 21, 2026 September 30, 2026 0.15 Total for the Quarter: $ 0.45 Record Date Payment Date Distribution per Series A Preferred Stock July 28, 2026 August 5, 2026 $ 0.130208 August 26, 2026 September 4, 2026 0.130208 September 25, 2026 October 5, 2026 0.130208 Total for the Quarter: $ 0.390624 50 Table of Contents RESULTS OF OPERATIONS Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025 Three Months Ended June 30, 2026 2025 $ Change % Change INVESTMENT INCOME Interest income $ 24,294 $ 20,853 $ 3,441 16.5 % Other income 201 804 (603) (75.0) % Total investment income 24,495 21,657 2,838 13.1 EXPENSES Base management fee 4,118 3,346 772 23.1 Loan servicing fee 2,697 2,154 543 25.2 Incentive fee 2,569 2,594 (25) (1.0) Administration fee 514 464 50 10.8 Interest expense on line of credit and notes payable 6,460 4,451 2,009 45.1 Amortization of deferred financing costs 745 609 136 22.3 Other expenses 687 678 9 1.3 Expenses, before credits from Adviser 17,790 14,296 3,494 24.4 Credit to base management fee – loan servicing fee (2,697) (2,154) (543) 25.2 Credits to fees from Adviser – other (1,603) (1,779) 176 (9.9) Total expenses, net of credits 13,490 10,363 3,127 30.2 NET INVESTMENT INCOME 11,005 11,294 (289) (2.6) NET REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investments — (3,708) 3,708 NM Net realized gain (loss) on other (20) 88 (108) NM Net unrealized appreciation (depreciation) of investments 3,014 (34) 3,048 NM Net unrealized appreciation of other — 49 (49) NM Net gain (loss) from investments and other 2,994 (3,605) 6,599 NM PREFERRED STOCK DIVIDENDS 729 241 488 202.5 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 13,270 $ 7,448 $ 5,822 78.2 % NM - Not Meaningful Investment Income Interest income increased by 16.5% for the three months ended June 30, 2026, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the principal balance of our interest-bearing investment portfolio outstanding during the period multiplied by the weighted-average yield. The weighted average principal balance of our interest-bearing investment portfolio for the three months ended June 30, 2026 was $822.4 million, compared to $647.2 million for the three months ended June 30, 2025, an increase of $175.2 million, or 27.1%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 11.8% for the three months ended June 30, 2026, compared to 12.8% for the three months ended June 30, 2025, inclusive of any allowances on interest receivables made during those periods. The decrease in the weighted average yield was driven mainly by decreases in interest rates. As of June 30, 2026, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., Eegee Acquisition Corp., Lonestar EMS, LLC and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $46.0 million, or 5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $26.7 million, or 3.1% of the fair value of all debt investments in our portfolio. As of September 30, 2025, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.8 million, or 3.6% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0 million, or 1.7% of the fair value of all debt investments in our portfolio. 51 Table of Contents Other income decreased by $0.6 million during the three months ended June 30, 2026, as compared to the prior year period, primarily due to decreases in dividend income received and prepayment fees received period over period. As of each of June 30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value. Expenses Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $3.1 million, or 30.2%, for the three months ended June 30, 2026, as compared to the prior year period. This increase was primarily due to a $2.0 million increase in interest expense, a $0.7 million increase in the net incentive fee, and a $0.3 million increase in the net base management fee earned by the Adviser. Total interest expense on borrowings and notes payable increased by $2.0 million, or 45.1%, during the three months ended June 30, 2026, driven by an increase in the weighted average balance outstanding on our Credit Facility, partially offset by a decrease in the effective interest rate on our Credit Facility and a decrease in interest expense on our notes payable. Interest expense on our Credit Facility increased by $2.5 million due primarily to an increase in the weighted average balance outstanding which was $206.1 million during the three months ended June 30, 2026, as compared to $6.6 million in the prior year period, an increase of $199.5 million. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 6.8% during the three months ended June 30, 2026, compared to 58.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.5 million decrease in unused commitment fees on the undrawn portion of the Credit Facility and a decrease in interest rates on the drawn portion of the Credit Facility during the three months ended June 30, 2026. Interest expense on our notes payable decreased by $0.5 million during the three months ended June 30, 2026 as compared to the prior year period, primarily due to the October 2025 redemptions of $57.0 million aggregate principal amount of our 7.75% Notes due 2028 (the “2028 Notes”) and $150.0 million aggregate principal amount of our 5.125% Notes due 2026 (the “2026 Notes”), partially offset by the September 2025 issuance of the 2030 Convertible Notes and the June 2026 issuance of our the 2029 Notes. The net base management fee earned by the Adviser increased by $0.3 million, or 12.0%, for the three months ended June 30, 2026, as compared to the prior year period, resulting primarily from an increase in average total assets subject to the base management fee period over period, partially offset by an increase in credits to the base management fee from the Adviser for new deal origination fees period over period. The income-based incentive fee decreased by $25 thousand, or 1.0% for the three months ended June 30, 2026, due to lower pre-incentive fee net investment income as compared to the prior year period. During the three months ended June 30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $0.7 million to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of distributions to common stockholders. There were no such credits during the three months ended June 30, 2026. 52 Table of Contents The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under “Transactions with the Adviser” in Note 4—Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table: Three Months Ended June 30, 2026 2025 Average total assets subject to base management fee(A)(B) $ 941,257 $ 764,800 Multiplied by prorated annual base management fee of 1.75% 0.4375 % 0.4375 % Base management fee(C) $ 4,118 $ 3,346 Portfolio company fee credit (1,603) (1,089) Syndicated loan fee credit — (11) Net Base Management Fee $ 2,515 $ 2,246 Loan servicing fee(C) 2,697 2,154 Credit to base management fee - loan servicing fee(C) (2,697) (2,154) Net Loan Servicing Fee $ — $ — Incentive fee(C) 2,569 2,594 Incentive fee credit — (679) Net Incentive Fee $ 2,569 $ 1,915 Portfolio company fee credit (1,603) (1,089) Syndicated loan fee credit — (11) Incentive fee credit — (679) Credits to Fees From Adviser - other(C) $ (1,603) $ (1,779) (A)Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods. (B)Excludes our investment in Gladstone Alternative valued at the end of the applicable quarters within the respective periods. (C)Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations. Net Realized Gain (Loss) on Investments For the three months ended June 30, 2025, we recorded a net realized loss on investments of $3.7 million, which resulted primarily from a $4.4 million realized loss recognized on the restructure of our investment in Eegee’s LLC, partially offset by a $0.7 million realized gain recognized on our investment in Giving Home Health Care, LLC. There was no realized gain or loss recorded on investments for the three months ended June 30, 2026. 53 Table of Contents Net Unrealized Appreciation (Depreciation) of Investments During the three months ended June 30, 2026, we recorded net unrealized appreciation of investments in the aggregate amount of $3.0 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2026 were as follows: Three Months Ended June 30, 2026 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation)Depreciation Net Gain (Loss) Engineering Manufacturing Technologies, LLC $ — $ 3,193 $ — $ 3,193 Dutch Gold Honey, Inc. — 2,385 — 2,385 Alsay Incorporated — 1,557 — 1,557 Canopy Safety Brands, LLC — 1,204 — 1,204 Encore Dredging Holdings, LLC — 971 — 971 Ohio Armor Holdings, LLC — 829 — 829 Arc Drilling Holdings LLC — 639 — 639 WB Xcel Holdings, LLC — 556 — 556 Pan-Am Dental, LLC — 448 — 448 Giving Home Health Care, LLC — 942 (565) 377 WorkforceQA, LLC — 349 — 349 MASSiv Brands, LLC — 327 — 327 Torrent Photonics Holdco LLC — 284 — 284 Quality Environmental Midco, Inc. — 263 — 263 Triple H Food Processors, LLC — (556) — (556) OCI, LLC — (678) — (678) Imperative Holdings Corporation — (746) — (746) TNCP Intermediate HoldCo, LLC — (776) — (776) Defiance Integrated Technologies, Inc. — (1,346) — (1,346) Lonestar EMS, LLC — (1,465) — (1,465) Eegee Acquisition Corp. — (5,041) — (5,041) Other, net (<$500) — 240 — 240 Total: $ — $ 3,579 $ (565) $ 3,014 The primary driver of net unrealized appreciation of $3.0 million for the three months ended June 30, 2026 was the improvement in the financial and operational performance of Engineering Manufacturing Technologies, LLC and Dutch Gold Honey, Inc., partially offset by the decline in the financial and operational performance of Eegee Acquisition Corp. During the three months ended June 30, 2025, we recorded net unrealized depreciation of investments in the aggregate amount of $34 thousand. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2025 were as follows: 54 Table of Contents Three Months Ended June 30, 2025 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation)Depreciation Net Gain (Loss) Engineering Manufacturing Technologies, LLC $ — $ 2,249 $ — $ 2,249 Arc Drilling Holdings LLC — 1,800 — 1,800 Eegee's LLC (4,439) — 6,205 1,766 Encore Dredging Holdings, LLC — 947 — 947 Technical Resource Management, LLC — 686 — 686 Viron International Corp. — (242) — (242) Giving Home Health Care, LLC 731 (980) — (249) Canopy Safety Brands, LLC — (336) — (336) Quality Environmental Midco, Inc. — (388) — (388) NeoGraf Solutions, LLC — (556) — (556) Defiance Integrated Technologies, Inc. — (853) — (853) Axios Industrial Group, LLC — (988) — (988) Eegee Acquisition Corp. — (3,327) — (3,327) Lonestar EMS, LLC — (4,014) — (4,014) Other, net (<$500) — (380) 143 (237) Total: $ (3,708) $ (6,382) $ 6,348 $ (3,742) The primary driver of net unrealized depreciation of $34 thousand for the three months ended June 30, 2025 was the decline in the financial and operational performance of Lonestar EMS, LLC and Eegee Acquisition Corp., partially offset by the reversal of unrealized depreciation recognized on our investment in Eegee’s LLC. 55 Table of Contents Comparison of the Nine Months Ended June 30, 2026 to the Nine Months Ended June 30, 2025 Nine Months Ended June 30, 2026 2025 $ Change % Change INVESTMENT INCOME Interest income $ 71,386 $ 63,511 $ 7,875 12.4 % Other income 3,612 1,675 1,937 115.6 Total investment income 74,998 65,186 9,812 15.1 EXPENSES Base management fee 12,037 10,339 1,698 16.4 Loan servicing fee 7,661 6,610 1,051 15.9 Incentive fee 8,080 7,705 375 4.9 Administration fee 1,555 1,400 155 11.1 Interest expense on line of credit and notes payable 18,203 14,213 3,990 28.1 Amortization of deferred financing costs 2,168 1,654 514 31.1 Other expenses 2,470 2,382 88 3.7 Expenses, before credits from Adviser 52,174 44,303 7,871 17.8 Credit to base management fee – loan servicing fee (7,661) (6,610) (1,051) 15.9 Credits to fees from Adviser – other (3,622) (6,270) 2,648 (42.2) Total expenses, net of credits 40,891 31,423 9,468 30.1 NET INVESTMENT INCOME 34,107 33,763 344 1.0 NET REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investments 1,498 61,718 (60,220) (97.6) Net realized gain (loss) on other (1,792) 182 (1,974) NM Net unrealized appreciation (depreciation) of investments 2,155 (51,840) 53,995 (104.2) Net unrealized appreciation of other — — — NM Net gain (loss) from investments and other 1,861 10,060 (8,199) (81.5) PREFERRED STOCK DIVIDENDS 1,785 603 1,182 196.0 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 34,183 $ 43,220 $ (9,037) (20.9) % NM - Not Meaningful Investment Income Interest income increased by 12.4% for the nine months ended June 30, 2026, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the principal balance of our interest-bearing investment portfolio outstanding during the period multiplied by the weighted-average yield. The weighted average principal balance of our interest-bearing investment portfolio for the nine months ended June 30, 2026 was $796.2 million, compared to $657.3 million for the nine months ended June 30, 2025, an increase of $138.9 million, or 21.1%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 11.9% for the nine months ended June 30, 2026, compared to 12.8% for the nine months ended June 30, 2025, inclusive of any allowances on interest receivables made during those periods. The decrease in the weighted average yield was driven mainly by decreases in interest rates. As of June 30, 2026, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., Eegee Acquisition Corp., Lonestar EMS, LLC and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $46.0 million, or 5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $26.7 million, or 3.1% of the fair value of all debt investments in our portfolio. As of September 30, 2025, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.8 million, or 3.6% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0 million, or 1.7% of the fair value of all debt investments in our portfolio. Other income increased by $1.9 million during the nine months ended June 30, 2026, as compared to the prior year period, primarily due to an increase in dividend income received period over period. 56 Table of Contents As of each of June 30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value. Expenses Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $9.5 million, or 30.1%, for the nine months ended June 30, 2026, as compared to the prior year period. This increase was primarily due to a $4.0 million increase in interest expense, a $2.7 million increase in the net incentive fee, and a $2.0 million increase in the net base management fee earned by the Adviser. Total interest expense on borrowings and notes payable increased by $4.0 million, or 28.1%, during the nine months ended June 30, 2026, driven by an increase in the weighted average balance outstanding on our Credit Facility, partially offset by a decrease in the effective interest rate on our Credit Facility and a decrease in interest expense on our notes payable. Interest expense on our Credit Facility increased by $5.4 million due primarily to an increase in the weighted average balance outstanding which was $170.3 million during the nine months ended June 30, 2026, as compared to $28.7 million in the prior year period, an increase of 493.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 7.1% during the nine months ended June 30, 2026, compared to 17.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $1.1 million decrease in unused commitment fees on the undrawn portion of the Credit Facility and a decrease in interest rates on the drawn portion of the Credit Facility during the nine months ended June 30, 2026. Interest expense on our notes payable decreased by $1.4 million during the nine months ended June 30, 2026 as compared to the prior year period, primarily due to the October 2025 redemptions of our 2026 Notes and 2028 Notes, partially offset by the September 2025 issuance of our 2030 Convertible Notes and the June 2026 issuance of our 2029 Notes. The net base management fee earned by the Adviser increased by $2.0 million, or 31.3%, for the nine months ended June 30, 2026, as compared to the prior year period, resulting primarily from an increase in average total assets subject to the base management fee period over period and a decrease in credits to base management fee from the Adviser for new deal origination fees period over period. The income-based incentive fee increased by $0.4 million, or 4.9%, for the nine months ended June 30, 2026, due to higher pre-incentive fee net investment income as compared to the prior year period. During the nine months ended June 30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $2.3 million to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of distributions to common stockholders. There were no such credits during the nine months ended June 30, 2026. 57 Table of Contents The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under “Transactions with the Adviser” in Note 4—Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table: Nine Months Ended June 30, 2026 2025 Average total assets subject to base management fee(A)(B) $ 917,105 $ 787,733 Multiplied by prorated annual base management fee of 1.75% 1.3125 % 1.3125 % Base management fee(C) $ 12,037 $ 10,339 Portfolio company fee credit (3,622) (3,897) Syndicated loan fee credit — (32) Net Base Management Fee $ 8,415 $ 6,410 Loan servicing fee(C) 7,661 6,610 Credit to base management fee - loan servicing fee(C) (7,661) (6,610) Net Loan Servicing Fee $ — $ — Incentive fee(C) 8,080 7,705 Incentive fee credit — (2,341) Net Incentive Fee $ 8,080 $ 5,364 Portfolio company fee credit (3,622) (3,897) Syndicated loan fee credit — (32) Incentive fee credit — (2,341) Credits to Fees From Adviser - other(C) $ (3,622) $ (6,270) (A)Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods. (B)Excludes our investment in Gladstone Alternative valued at the end of the applicable quarters within the respective periods. (C)Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations. Net Realized Gain (Loss) on Investments For the nine months ended June 30, 2026, we recorded a net realized gain on investments of $1.5 million, which resulted primarily from a $1.8 million realized gain recognized on the redemption of our equity investment in Sokol, partially offset by a $0.3 million realized loss recognized on the exit of our investment in FES Resources Holdings LLC. For the nine months ended June 30, 2025, we recorded a net realized gain on investments of $61.7 million, which resulted from a $59.3 million realized gain recognized on the sale of our investment in Antenna Research Associates, Inc., a $4.7 million realized gain recognized on the partial sale of our common equity investment in Sokol, a $3.0 million realized gain recognized on our investment in MCG Energy Solutions, LLC, and a $2.5 million realized gain recognized on our investment in Salt & Straw, LLC, partially offset by a $4.4 million realized loss recognized on the restructure of our investment in Eegee’s LLC and a $4.1 million realized loss recognized on the sale of our investment in DKI Ventures, LLC. Net Realized Gain (Loss) on Other During the nine months ended June 30, 2026, we recorded net realized losses on other of $1.8 million, due primarily to the write-off of unamortized deferred offering costs upon the redemption of our 2026 Notes and 2028 Notes. 58 Table of Contents Net Unrealized Appreciation (Depreciation) of Investments During the nine months ended June 30, 2026, we recorded net unrealized appreciation of investments in the aggregate amount of $2.2 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2026 were as follows: Nine Months Ended June 30, 2026 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation)Depreciation Net Gain (Loss) Dutch Gold Honey, Inc. $ — $ 7,430 $ — $ 7,430 Engineering Manufacturing Technologies, LLC — 3,672 — 3,672 Alsay Incorporated — 2,029 — 2,029 OCI, LLC — 2,012 — 2,012 Canopy Safety Brands, LLC — 1,744 — 1,744 Giving Home Health Care, LLC — 2,283 (565) 1,718 Sicilian Oven Restaurants LLC — 1,066 — 1,066 Total Access Elevator, LLC — 679 — 679 Axios Industrial Group, LLC — 663 — 663 HH-Inspire Acquisition, Inc. — 653 — 653 Ohio Armor Holdings, LLC — 645 — 645 WB Xcel Holdings, LLC — 636 — 636 Zero Case Holding Inc. — 594 — 594 RPM Freight Systems, LLC — 531 — 531 FES Resources Holdings LLC (325) — 325 — Sokol & Company Holdings, LLC 1,790 — (1,790) — Vet's Choice Radiology LLC — 507 (855) (348) Altior Healthcare, LLC — (460) — (460) NeoGraf Solutions, LLC — (526) — (526) Triple H Food Processors, LLC — (720) — (720) Imperative Holdings Corporation — (750) — (750) Technical Resource Management, LLC — (993) — (993) Defiance Integrated Technologies, Inc. — (1,346) — (1,346) TNCP Intermediate HoldCo, LLC — (1,424) — (1,424) Lonestar EMS, LLC — (5,105) — (5,105) Eegee Acquisition Corp. — (8,447) — (8,447) Other, net (<$500) 33 129 (462) (300) Total: $ 1,498 $ 5,502 $ (3,347) $ 3,653 The primary driver of net unrealized appreciation of $2.2 million for the nine months ended June 30, 2026 was the improvement in the financial and operational performance of Dutch Gold Honey, Inc. and Engineering Manufacturing Technologies, LLC, partially offset by the decline in the financial and operational performance of Eegee Acquisition Corp. and Lonestar EMS, LLC. During the nine months ended June 30, 2025, we recorded net unrealized depreciation of investments in the aggregate amount of $51.8 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2025 were as follows: 59 Table of Contents Nine Months Ended June 30, 2025 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation)Depreciation Net Gain (Loss) Sokol & Company Holdings, LLC $ 4,748 $ 6,386 $ (4,870) $ 6,264 Antenna Research Associates, Inc. 59,348 — (55,140) 4,208 Arc Drilling Holdings LLC — 3,940 — 3,940 Encore Dredging Holdings, LLC — 3,436 — 3,436 Giving Home Health Care, LLC 731 1,513 — 2,244 Torrent Photonics Holdco LLC — 2,031 — 2,031 NeoGraf Solutions, LLC — 1,754 — 1,754 TNCP Intermediate HoldCo, LLC — 1,133 — 1,133 Eegee's LLC (4,439) (737) 6,205 1,029 Canopy Safety Brands, LLC — 845 — 845 ENET Holdings, LLC — — 316 316 MCG Energy Solutions, LLC 2,954 (4) (2,976) (26) Salt & Straw, LLC 2,450 108 (2,607) (49) Café Zupas — (371) (153) (524) DKI Ventures, LLC (4,074) — 3,422 (652) Axios Industrial Group, LLC — (1,002) — (1,002) Technical Resource Management, LLC — (1,138) — (1,138) WB Xcel Holdings, LLC — (2,088) — (2,088) Lonestar EMS, LLC — (2,638) — (2,638) Engineering Manufacturing Technologies, LLC — (2,840) — (2,840) Defiance Integrated Technologies, Inc. — (2,949) — (2,949) Eegee Acquisition Corp. — (3,327) — (3,327) Other, net (<$500) — (385) 296 (89) Total: $ 61,718 $ 3,667 $ (55,507) $ 9,878 The primary driver of net unrealized depreciation of $51.8 million for the nine months ended June 30, 2025 was the reversal of unrealized appreciation from the exit of our investment in Antenna Research Associates, Inc., partially offset by the increase in the financial and operational performance of certain of our other portfolio companies. LIQUIDITY AND CAPITAL RESOURCES Operating Activities Our cash flows from operating activities are primarily generated from the interest payments on debt securities that we receive from our portfolio companies, as well as net proceeds received through repayments or sales of our investments. We utilize this cash primarily to fund new investments, make interest payments on our Credit Facility and secured notes, make distributions to our stockholders, pay management and administrative fees to the Adviser and Administrator, and for other operating expenses. Net cash used in operating activities for the nine months ended June 30, 2026 was $54.1 million, as compared to net cash provided by operating activities of $91.1 million for the nine months ended June 30, 2025. The change was primarily due to a decrease in principal repayments and net proceeds from sales period over period, partially offset by a decrease in purchases of investments period over period. Repayments and net proceeds from sales were $138.9 million during the nine months ended June 30, 2026 compared to $329.0 million during the nine months ended June 30, 2025. Purchases of investments were $224.8 million during the nine months ended June 30, 2026, compared to $270.2 million during the nine months ended June 30, 2025. As of June 30, 2026, we had loans to or equity investments in 59 companies, with an aggregate cost basis of approximately $968.7 million. As of September 30, 2025, we had loans to or equity investments in 55 companies, with an aggregate cost basis of approximately $876.6 million. 60 Table of Contents The following table summarizes our total portfolio investment activity during the nine months ended June 30, 2026 and 2025: Nine Months Ended June 30, 2026 2025 Beginning investment portfolio, at fair value $ 859,124 $ 796,260 New investments 138,541 204,024 Disbursements to existing portfolio companies 86,273 66,139 Scheduled principal repayments on investments (6,456) (8,058) Unscheduled principal repayments on investments (129,777) (231,200) Net proceeds from sale of investments (3,058) (89,564) Net unrealized appreciation (depreciation) of investments 5,502 3,667 Reversal of prior period depreciation (appreciation) of investments on realization (3,347) (55,507) Net realized gain (loss) on investments 1,498 61,718 Increase in investments due to PIK(A) 5,659 2,940 Net change in premiums, discounts and amortization (633) 841 Investment Portfolio, at Fair Value $ 953,326 $ 751,260 (A)PIK interest is a non-cash source of income and is calculated at the contractual rate stated in a loan agreement and added to the principal balance of a loan. The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2026: Amount For the remaining three months ending September 30: 2026(A) $ 11,456 For the fiscal years ending September 30: 2027 84,622 2028 176,116 2029 121,834 2030 312,771 Thereafter 171,579 Total contractual repayments $ 878,378 Adjustments to cost basis of debt investments (1,209) Investments in equity securities 91,492 Investments held as of June 30, 2026 at cost: $ 968,661 (A)Includes debt investments with contractual principal amounts totaling $0.2 million for which the maturity date has passed as of June 30, 2026. Financing Activities Net cash provided by financing activities for the nine months ended June 30, 2026 was $24.1 million, which consisted primarily of $177.5 million in net borrowings on our Credit Facility and $60.0 million in proceeds from the issuance of long term debt, partially offset by $207.0 million used in gross redemptions of long term debt and $30.5 million in distributions to our common stockholders. Net cash used in financing activities for the nine months ended June 30, 2025 was $78.1 million, which consisted primarily of $43.1 million in net repayments on our Credit Facility and $42.1 million in distributions to our common stockholders. 61 Table of Contents Distributions to Stockholders Common Stock Distributions To qualify to be taxed as a RIC and thus avoid corporate level federal income tax on the income we distribute to our stockholders, we are required to distribute to our stockholders on an annual basis at least 90.0% of our Investment Company Taxable Income. Additionally, our Credit Facility has a covenant that generally restricts the amount of distributions to stockholders that we can pay out to be no greater than our aggregate net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code. In accordance with these requirements, we paid monthly cash distributions of $0.15 per common share for each month during the nine months ended June 30, 2026. In July 2026, our Board of Directors declared a monthly distribution of $0.15 per common share for each of July, August, and September 2026. Our Board of Directors declared these distributions to our stockholders based on our estimates of our Investment Company Taxable Income for the fiscal year ending September 30, 2026. For the fiscal year ended September 30, 2025, our current and accumulated earnings and profits exceeded common stock distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $5.5 million of the first common distributions paid to common stockholders in the subsequent fiscal year as having been paid in the prior year. The characterization of the common stockholder distributions declared and paid for the fiscal year ending September 30, 2026 will be determined at fiscal year end, based upon our investment company taxable income for the full fiscal year and distributions paid during the full fiscal year. Such a characterization made on a quarterly basis may not be representative of the actual full fiscal year characterization. Preferred Stock Dividends We paid monthly cash dividends of $0.130208 per share to holders of our Series A Preferred Stock for each month during the nine months ended June 30, 2026. In July 2026, our Board of Directors declared monthly cash dividends of $0.130208 per share to holders of our Series A Preferred Stock for each of July, August, and September 2026. Dividend payments to our preferred stockholders are included in preferred stock dividends on our Consolidated Statements of Operations. For federal income tax purposes, the dividends paid by us to preferred stockholders generally constitute ordinary income to the extent of our current and accumulated earnings and profits and is reported after the end of the calendar year based on tax information for the full fiscal year. Dividend Reinvestment Plan Our common stockholders who hold their shares through our transfer agent, Computershare, Inc. (“Computershare”), have the option to participate in a dividend reinvestment plan offered by Computershare, as the plan agent. This is an “opt in” dividend reinvestment plan, meaning that common stockholders may elect to have their cash distributions automatically reinvested in additional shares of our common stock. Common stockholders who do not make such election will receive their distributions in cash. Common stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. The common stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the date on which the shares are credited to the common stockholder’s account. Computershare purchases shares in the open market in connection with the obligations under the plan. Equity Registration Statement Our shelf registration statement permits us to issue, through one or more transactions, up to an aggregate of $700.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, preferred stock or debt securities. As of June 30, 2026, we had the ability to issue up to an additional $430.6 million in securities under the registration statement. 62 Table of Contents Common Stock We anticipate issuing equity securities to obtain additional capital in the future. However, we cannot determine the timing or terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. To the extent that our common stock trades at a market price below our NAV per share, we will generally be precluded from raising equity capital through public offerings of our common stock, other than pursuant to stockholder and independent director approval or a rights offering to existing common stockholders. Preferred Stock We anticipate issuing preferred stock through our affiliated dealer manager. In May 2023, we entered into a Dealer Manager Agreement pursuant to which we may sell a maximum of 6,000,000 shares of our Series A Preferred Stock, par value $0.001 per share, on a “reasonable best efforts” basis through our affiliated dealer manager, Gladstone Securities, at a public offering price of $25.00 per share. Pursuant to the Dealer Manager Agreement, the offering will terminate on the date that is the earlier of (1) December 31, 2026 (unless earlier terminated or extended by our Board of Directors) and (2) the date on which all 6,000,000 shares of Series A Preferred Stock offered are sold. Revolving Line of Credit We, through Business Loan, entered into the Credit Facility with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto. On November 25, 2025, we, through Business Loan, entered into Amendment No. 10 to the Credit Facility to increase the total commitment by $20.0 million. On February 3, 2026, we, through Business Loan, entered into Amendment No. 11 to the Credit Facility to increase the total commitment by $25.0 million. As of June 30, 2026, our Credit Facility had a total commitment amount of $365.0 million with an “accordion” feature that permits us to increase the size of the facility to $400.0 million. The Credit Facility has a revolving period end date of October 31, 2027, and a final maturity date of October 31, 2029 (at which time all principal and interest will be due and payable if the Credit Facility is not extended by the revolving period end date). The interest rate margin is 2.60% during the revolving period and 3.10% thereafter. Interest is payable monthly during the term of our Credit Facility. Available borrowings are subject to various constraints imposed under our Credit Facility, based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are prepayments or made as contractually required. Our Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once a month. Our Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once each month. Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying Consolidated Statement of Assets and Liabilities as of June 30, 2026 and September 30, 2025. Our Credit Facility contains covenants that require Business Loan to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies without the lenders’ consent. Our Credit Facility also generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code. Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing availability under our Credit Facility, including restrictions on geographic concentrations, sector concentrations, loan size, payment frequency and status, average life, portfolio company leverage and lien property. Our Credit Facility further requires Business Loan to comply with other financial and operational covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base. Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding mandatorily redeemable preferred stock) of $500.0 million plus 50.0% of all equity and subordinated debt 63 Table of Contents raised after May 13, 2021 less 50% of any equity and subordinated debt retired or redeemed after June 23, 2025, which equates to $521.9 million as of June 30, 2026, (ii) asset coverage with respect to “senior securities representing indebtedness” of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code. As of June 30, 2026, and as defined in our Credit Facility, we had a net worth of $736.6 million, asset coverage on our “senior securities representing indebtedness” of 218.6%, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. In addition, we had 40 obligors in our Credit Facility’s borrowing base as of June 30, 2026. As of June 30, 2026, we were in compliance with all of our Credit Facility covenants. Refer to Note 5—Borrowings of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding our Credit Facility. Notes Payable In June 2026, we completed an offering of the 2029 Notes with an aggregate principal amount of $60.0 million, which resulted in net proceeds of approximately $58.8 million after deducting underwriting discounts, commissions and offering costs borne by us. The 2029 Notes will mature on December 15, 2029 and may be redeemed in whole or in part at any time prior to September 15, 2029 at par plus a “make-whole” premium and thereafter at par plus accrued and unpaid interest thereon to the redemption date. The 2029 Notes bear interest at a rate of 7.00% per year. Interest is payable semi-annually on June 15 and December 15 of each year (which equates to approximately $4.2 million per year). In September 2025, we completed an offering of $149.5 million aggregate principal amount of 2030 Convertible Notes for net proceeds of approximately $142.8 million after deducting underwriting discounts, commissions and offering expenses borne by us. The 2030 Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased. The 2030 Convertible Notes bear interest at a rate of 5.875% per year. Interest is payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2026 (which equates to approximately $8.8 million per year). At any time prior to the close of business on the business day immediately preceding October 1, 2030, holders may convert all or any portion of their 2030 Convertible Notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election. The conversion rate was initially 38.4394 shares of common stock per $1,000 principal amount of 2030 Convertible Notes (equivalent to an initial conversion price of $26.02 per share of common stock). The conversion rate is subject to adjustment upon certain events, such as share splits and combinations, mergers, tender or exchange offers, increases in dividends per share and certain changes in control. In no event will the total number of shares of common stock issuable upon conversion exceed 42.2834 per $1,000 principal amount of the 2030 Convertible Notes. In August 2023, we completed an offering of $57.0 million aggregate principal amount of the 2028 Notes for net proceeds of approximately $55.1 million after deducting underwriting discounts, commissions and offering expenses borne by us. The 2028 Notes traded under the ticker symbol “GLADZ” on the Nasdaq Global Select Market. On October 15, 2025, we voluntarily redeemed the 2028 Notes with an aggregate principal amount outstanding of $57.0 million. In connection with the voluntary redemption of the 2028 Notes, we incurred a loss on extinguishment of debt of $1.2 million, which is primarily comprised of the unamortized deferred issuance costs at the time of redemption. The 2028 Notes would have otherwise matured on September 1, 2028. In November 2021, we completed a private placement of $50.0 million aggregate principal amount of 3.75% Notes due 2027 (the “2027 Notes”) for net proceeds of approximately $48.5 million after deducting initial purchasers’ costs, commissions and offering expenses borne by us. The 2027 Notes will mature on May 1, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable. The 2027 Notes bear interest at a rate of 3.75% per year. Interest is payable semi-annually on May 1 and November 1 of each year (which equates to approximately $1.9 million per year). In April 2022, pursuant to the registration rights agreement we entered into in connection with the 2027 Notes, we conducted an exchange offer through which we offered to exchange all of our then outstanding 2027 Notes (the “Restricted Notes”) that were issued on November 4, 2021, for an equal aggregate principal amount of our new 3.75% Notes due 2027 (the “Exchange Notes”) that had been registered with the SEC under the Securities Act of 1933, as amended. The terms of the Exchange Notes are identical to those of the Restricted Notes, except that the transfer restrictions and registration rights 64 Table of Contents relating to the Restricted Notes do not apply to the Exchange Notes, and the Exchange Notes do not provide for the payment of additional interest in the event of a registration default. In December 2020, we completed an offering of $100.0 million aggregate principal amount of the 2026 Notes for net proceeds of approximately $97.7 million after deducting underwriting discounts, commissions and offering expenses borne by us. In March 2021, we completed an offering of an additional $50.0 million aggregate principal amount of the 2026 Notes for net proceeds of approximately $50.6 million after adding premiums and deducting underwriting costs, commissions and offering expenses borne by us. On October 31, 2025, we voluntarily redeemed the 2026 Notes with an aggregate principal amount outstanding of $150.0 million. In connection with the voluntary redemption of the 2026 Notes, we incurred a loss on extinguishment of debt of $0.2 million, which is primarily comprised of the unamortized deferred issuance costs at the time of redemption. The 2026 Notes would have otherwise matured on January 31, 2026. The indentures relating to the 2029 Notes and the 2027 Notes contain certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2029 Notes and the 2027 Notes and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements. The indenture relating to the 2030 Convertible Notes similarly contains certain covenants including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing and (ii) that we will file with the trustee any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 15 days after the same are required to be filed with the SEC; provided that any documents filed by us with the SEC via the EDGAR system will be deemed to be filed with the trustee. Off-Balance Sheet Arrangements We generally recognize success fee income when the payment has been received. As of June 30, 2026 and September 30, 2025, we had off-balance sheet success fee receivables on our accruing debt investments of $9.9 million and $6.0 million (or approximately $0.44 per common share and $0.27 per common share), respectively, that would be owed to us, generally upon a change of control of the portfolio companies. Consistent with GAAP, we generally have not recognized our success fee receivables and related income in our Consolidated Financial Statements until earned. Due to the contingent nature of our success fees, there are no guarantees that we will be able to collect all of these success fees or know the timing of such collections. Contractual Obligations We have lines of credit, delayed draw term loans, and an uncalled capital commitment with certain of our portfolio companies that have not been fully drawn. Since these commitments have expiration dates and we expect many will never be fully drawn, the total commitment amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused lines of credit, the unused delayed draw term loans, and the uncalled capital commitment as of June 30, 2026 and September 30, 2025 to be immaterial. The following table shows our contractual obligations as of June 30, 2026, at cost: Payments Due by Period Contractual Obligations(A) Less than1 Year 1-3 Years 3-5 Years More than 5 Years Total Credit Facility(B) $ — $ — $ 177,500 $ — $ 177,500 Notes Payable — 50,000 209,500 — 259,500 Interest expense on debt obligations(C) 27,002 50,879 17,056 — 94,937 Total $ 27,002 $ 100,879 $ 404,056 $ — $ 531,937 65 Table of Contents (A)Excludes our unused line of credit commitments, unused delayed draw term loans, and uncalled capital commitments to our portfolio companies in an aggregate amount of $95.3 million, at cost, as of June 30, 2026. (B)Principal balance of borrowings outstanding under our Credit Facility, based on the maturity date following the current contractual revolver period end date. (C)Includes estimated interest payments on our Credit Facility, 2030 Convertible Notes, 2029 Notes and 2027 Notes. The amount of interest expense calculated for purposes of this table was based upon rates and balances as of June 30, 2026. Critical Accounting Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, including disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ materially from those estimates under different assumptions or conditions. We have identified our investment valuation policy (which has been approved by our Board of Directors) as our critical accounting policy, which is described in Note 2— Summary of Significant Accounting Policies in the accompanying Notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report. Additionally, refer to Note 3—Investments in our accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding fair value measurements and our application of Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurement.” Our accounting estimate on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements. Investment Valuation Credit Monitoring and Risk Rating The Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance and, in some instances, used as inputs in our valuation techniques. Generally, we, through the Adviser, participate in periodic board meetings of our portfolio companies in which we hold board seats and also require them to provide annual audited and monthly unaudited financial statements. Using these statements or comparable information and board discussions, the Adviser calculates and evaluates certain credit statistics. The Adviser risk rates all of our investments in debt securities. The Adviser does not risk rate our equity securities. For loans that have been rated by an SEC registered Nationally Recognized Statistical Rating Organization (“NRSRO”), the Adviser generally uses the average of two corporate level NRSRO’s risk ratings for such security. For all other debt securities, the Adviser uses a proprietary risk rating system. While the Adviser seeks to mirror the NRSRO systems, we cannot provide any assurance that the Adviser’s risk rating system will provide the same risk rating as an NRSRO would for these securities. The Adviser’s risk rating system is used to estimate the probability of default on debt securities and the expected loss if there is a default. The Adviser’s risk rating system uses a scale of 0 to >10, with >10 being the lowest probability of default. It is the Adviser’s understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on an NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, the Adviser’s scale begins with the designation >10 as the best risk rating which may be equivalent to a BBB from an NRSRO; however, no assurance can be given that a >10 on the Adviser’s scale is equal to a BBB or Baa2 on an NRSRO scale. The Adviser’s risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold. The following table reflects risk ratings for all loans in our portfolio as of June 30, 2026 and September 30, 2025. Rating As ofJune 30,2026 As of September 30, 2025 Highest 10.0 10.0 Average 7.3 7.4 Weighted Average 7.7 8.0 Lowest 3.0 3.0 66 Table of Contents Tax Status We intend to continue to maintain our qualification as a RIC under Subchapter M of the Code for federal income tax purposes. As a RIC, we generally are not subject to federal income tax on the portion of our taxable income and gains distributed to our stockholders. To maintain our qualification as a RIC, we must maintain our status as a BDC and meet certain source-of-income and asset diversification requirements. In addition, in order to qualify to be taxed as a RIC, we must distribute to stockholders at least 90% of our Investment Company Taxable Income, determined without regard to the dividends paid deduction. Our policy generally is to make distributions to our stockholders in an amount up to 100% of our Investment Company Taxable Income. We may retain some or all of our net long-term capital gains, if any, and designate them as deemed distributions, or distribute such gains to stockholders in cash. To avoid a 4% federal excise tax on undistributed amounts of income, we must distribute to stockholders, during each calendar year, an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year, and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years. Under the RIC Modernization Act, we are permitted to carryforward any capital losses that we may incur for an unlimited period, and such capital loss carryforwards will retain their character as either short-term or long-term capital losses. Recent Accounting Pronouncements Refer to Note 2—Summary of Significant Accounting Policies in the notes to our accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report for a description of recent accounting pronouncements, if any.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events…
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies whose securities are owned by us; conditions affecting the general economy; overall market changes, including inflation; local, regional or global political, social or economic instability; and interest rate fluctuations. The primary risk we believe we are exposed to is interest rate risk. Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We use a combination of debt and equity capital to finance our investing activities. We may use interest rate risk management techniques from time to time to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. All of our variable-rate debt investments have rates generally associated with the current SOFR rate. As of June 30, 2026, our portfolio of debt investments on a principal basis consisted of the following: Variable rates 83.6 % Fixed rates 16.4 % Total: 100.0 % To illustrate the potential impact of changes in market interest rates on our net increase in net assets resulting from operations, we have performed the following hypothetical analysis, which assumes that our balance sheet and contractual interest rates remain constant as of June 30, 2026 and no further actions are taken to alter our existing interest rate sensitivity. 67 Table of Contents Basis Point Change(A) Increase (Decrease) in Interest Income Increase (Decrease) in Interest Expense Net Increase (Decrease) inNet Assets Resulting fromOperations(B) Up 150 basis points $ 10,915 $ 2,663 $ 8,252 Up 100 basis points 7,269 1,775 5,494 Up 50 basis points 3,634 888 2,746 Down 50 basis points (3,634) (888) (2,746) Down 100 basis points (7,269) (1,775) (5,494) Down 150 basis points (10,836) (2,663) (8,173) (A)Illustrates the potential impact of changes in market rates as compared to one-month SOFR of 3.65% as of June 30, 2026. (B)Excludes the potential impact of changes in incentive fees. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our loan portfolio on the balance sheet and other business developments, that could affect net increase in net assets resulting from operations or otherwise impact our results or operations. Accordingly, actual results could differ significantly from those in the hypothetical analysis in the table above. We may also experience risk associated with investing in securities of companies with foreign operations. Some of our portfolio companies have operations located outside the U.S. These risks include fluctuations in foreign currency exchange rates, imposition of foreign taxes, changes in exportation regulations and political and social instability.
Read original filing text →From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies.…
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters, if they arise, would materially affect our business, financial condition, results of operations or cash flows, resolution of these matters will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources. Neither we, nor any of our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding pending or threatened against us or any of our subsidiaries.
Read original filing text →Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. For a discussion of these risks, please refer to the section captioned “Item 1A. Risk Factor…
Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. For a discussion of these risks, please refer to the section captioned “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as filed with the SEC on November 17, 2025. The risks described in our annual report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
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