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GLAD 10-K & 10-Q changes, risk factors and insider trading

Gladstone Capital Corp. · Nasdaq · CIK 1143513 · All filings on SEC.gov

Everything below is quoted or computed from Gladstone Capital Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

40 / 4risk-factor paragraphs added / removed in latest 10-K
16new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-11-17 (period ending 2025-09-30) with 10-K filed 2024-11-13 (period ending 2024-09-30).

Risk Factors (10-K Item 1A)

40new paragraphs
4removed paragraphs
29reworded paragraphs
20,359 → 23,964words in section

New heading “Tariffs may adversely affect us or our portfolio companies.”

New heading “An increase in market interest rates could result in a decrease in the value of the Notes.”

New heading “Additional Risks Related to our 2030 Convertible Notes”

New heading “We may not have the ability to raise the funds necessary to settle conversions of the 2030 Convertible Notes in cash or to repurchase the 2030 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2030 Convertible Notes.”

New heading “Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the 2030 Convertible Notes.”

New heading “Volatility in the market price and trading volume of our common stock could adversely impact the trading price of the 2030 Convertible Notes.”

New heading “Conversion of the 2030 Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.”

New heading “The accounting method for the 2030 Convertible Notes could adversely affect our reported financial condition and results.”

New heading “Future sales of our common stock or equity-linked securities in the public market could lower the market price for our common stock and adversely impact the trading price of the 2030 Convertible Notes.”

New heading “Holders of 2030 Convertible Notes are not entitled to any rights with respect to our common stock, but they will be subject to all changes made with respect to our common stock to the extent our conversion obligation includes shares of our common stock.”

New heading “Upon conversion of the 2030 Convertible Notes, you may receive less valuable consideration than expected because the value of our common stock may decline after you exercise your conversion right but before we settle our conversion obligation.”

New heading “The increase in the conversion rate for 2030 Convertible Notes converted in connection with a make-whole fundamental change or a notice of redemption may not adequately compensate you for any lost value of your 2030 Convertible Notes as a result of such transaction or redemption.”

New heading “The conversion rate of the 2030 Convertible Notes may not be adjusted for all dilutive events.”

New heading “Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the 2030 Convertible Notes.”

New heading “Certain provisions in the indenture governing the 2030 Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.”

New heading “You may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the 2030 Convertible Notes even though you do not receive a corresponding cash distribution.”

Removed heading “We are subject to risks related to corporate social responsibility.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: restructuring
“Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the 2030 Convertible Notes.”
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New text topics: liquidity
“Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the 2030 Convertible Notes.”
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New text topics: tariff
“Tariffs may adversely affect us or our portfolio companies.”
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New text topics: restructuring, credit rating
“Upon the occurrence of a fundamental change, you have the right to require us to repurchase all or any portion of your 2030 Convertible Notes. However, the fundamental change provisions will not afford protection to holders of 2030 Convertible Notes in the event of other transactions that could adversely affect the 2030 Convertible Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to offer to repurchase the 2030 Convertible Notes. …”
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New text topics: default
“Holders of the 2030 Convertible Notes will have the right to require us to repurchase all or any portion of their 2030 Convertible Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. …”
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New text topics: interest rate
“An increase in market interest rates could result in a decrease in the value of the Notes.”
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Full comparison: every changed paragraph (73)

Green = added, red = removed. Unchanged paragraphs, 4 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The market in which we operate is affected by a number of factors that are largely beyond our control but can nonetheless have a potentially significant, negative impact on us. These factors include, among other thingsinclude:

Reworded

•the national and global political environment, including government shutdowns, war, armed conflicts, foreign relations and trading policies;

Added

Tariffs may adversely affect us or our portfolio companies.

Added

Existing or new tariffs imposed on foreign goods imported by the U.S. or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs could increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect their results of operations. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us or our portfolio companies.

Reworded

Generally, interest rate fluctuations and changes in credit spreads on floating rate loans may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income, our NAV and the market price of our securities. As interest rates increase, generally, the cost of borrowing under our Credit Facility increases, which may affect our ability to make new investments on favorable terms or at all. A substantial portion of our debt investments have variable interest rates that reset periodically and are generally based on SOFR. AsIf interest rates increase, the operating performance of certain of our portfolio companies hasmay beenbe affected by increasing debt service obligations and, therefore, may affect our results of operations. In addition, to the extent that further increases in interest rates make it difficult or impossible to make payments on outstanding indebtedness to us or other financial sponsors or refinance debt that is maturing in the near term, some of our portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Elevated interest rates could also cause borrowers to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Additionally, as interest rates increase and the corresponding risk of a default by borrowers increases, the liquidity of higher interest rate loans may decrease as fewer investors may be willing to purchase such loans in the secondary market in light of the increased risk of a default by the borrower and the heightened risk of a loss of an investment in such loans. Decreases in credit spreads on debt that pays a floating rate of return would have an impact on the income generation of our floating rate assets. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities. If interest rates remain elevated or rise again in the future, it could have a negative effect on our investments, which could negatively impact our operating results, financial condition, and cash flows.

Reworded

We anticipate usinguse a combination of equity and long-term and short-term borrowings to finance our investment activities. As a result, a portion of our income will dependdepends upon the spread between the rate at which we borrow funds and the rate at which we loan these funds. An increase or decrease in interest rates could reduce the spread between the rate at which we invest and the rate at which we borrow, and thus, adversely affect our profitability if we have not appropriately hedged against such event. Alternatively, interest rate hedging arrangements may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio.

Reworded

As of September 30, 2024,2025, based on the total principal balance of debt investments outstanding, our portfolio consisted of approximately 93.9%86.9% of loans at variable rates with floors and approximately 6.1%13.1% at fixed rates.

Reworded

•Lower middle market companies may have limited financial resources and may not be able to repay the loans we make to them. Our strategy includes providing financing to portfolio companies that typically do not have readily available access to financing. While we believe that this provides an attractive opportunity for us to generate profits, this may make it difficult for the portfolio companies to repay their loans to us upon maturity. A borrower’s ability to repay its loan may be adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its industry, or negative economic conditions, including those created by the current market environment. Deterioration in a borrower’s financial condition and prospects usually will be accompanied by deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guaranties we may have obtained from the borrower’s management. As of September 30, 2024,2025, our loans to B+T Group Acquisition, Inc. (“B&T Group”),Inc., Edge Adhesives Holdings, Inc. (“Edge Adhesives”),Inc., and WB Xcel Holdings, LLC (“WB Xcel”) were on non-accrual status with a cost basis of $28.3$28.8 million, or 4.1%3.6% of the cost basis of all debt investments in our portfolio, and a fair value of $12.8$13.0 million, or 1.9%1.7% of the fair value of all debt investments in our portfolio. For any loans that are placed on non-accrual status, we cannot assure you that our efforts to improve profitability and cash flows of these companies will prove successful. In some of our portfolio companies we expect to be subordinated to a senior lender, and our interest in any collateral would, accordingly, likely be subordinate to another lender’s security interest.

Reworded

Our NAV would be adversely affected if the fair valuevalues at which we record of our investments are higher than the values that we ultimately realize upon the disposal of such securities.

Reworded

As of September 30, 2024,2025, we had investments in 4955 portfolio companies, of which our five largest investments comprised approximately $232.7$196.5 million, or 29.2%22.9% of our total investment portfolio, at fair value. A consequence of a concentration in a limited number of investments is that the aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of such investments or a substantial write-down of any one investment. Beyond our regulatory and income tax diversification requirements as well as Credit Facility requirements, we do not have fixed guidelines for industry concentration and our investments could potentially be concentrated in relatively few industries. In addition, while we do not intend to invest 25.0% or more of our total assets in a particular industry or group of industries at the time of investment, it is possible that as the values of our portfolio companies change, one industry or a group of industries may comprise in excess of 25.0% of the value of our total assets. As of September 30, 2024,2025, our largest industry concentrations of our total investments at fair value were in diversified/conglomeratehealthcare, serviceeducation, and childcare companies, representing 22.5%31.8%; diversified/conglomerate manufacturing companies, representing 20.1%23.6%; and aerospacediversified/conglomerate and defenseservice companies, representing 19.2%.17.7%. Therefore, we are susceptible to the economic circumstances in these industries, and a downturn in one or more of these industries could have a material adverse effect on our results of operations and financial condition.

Reworded

We will have a continuing need for capital to finance our investments. As of September 30, 2024,2025, we had $70.6 million$0 in borrowings, at cost, outstanding under our Credit Facility, which provides for maximum borrowings of $293.7$320.0 million, with a revolving period end date of October 31, 20252027 (the “Revolving Period End Date”). Our Credit Facility permits us to fund additional loans and investments as long as we are within the conditions set forth in the credit agreement. Our Credit Facility contains covenants that require our wholly-owned subsidiary, 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 lenders’ consent. The Credit Facility also limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts deemed to have been paid during the prior year in accordance with Section 855(a) of the Code. We are also subject to certain limitations on the type of loan investments we can make, including restrictions on geographic concentrations, sector concentrations, loan size, interest rate type, payment frequency and status, average life and lien property. Our Credit Facility further requires us to comply with other financial and operational covenants, which obligate us to, among other things, maintain certain financial ratios, including asset and interest coverage, and a minimum number of 25 obligors 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 $325.0$500.0 million plus 50.0% of all equity and subordinated debt raised after MayJune 13,23, 20212025 less 50% of any equity and subordinated debt retired or redeemed after MayJune 13,23, 2021,2025, which equates to $418.8$581.0 million as of September 30, 2024,2025, (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. Continued compliance with the covenants in our Credit Facility depends on many factors, some of which are beyond our control.

Reworded

•Senior Securities. We may issue “senior securities representing indebtedness” (such as borrowings under our Credit Facility and our notes payable) and “senior securities that are stock” (such as preferred stock) up to the maximum amount permitted by the 1940 Act. The 1940 Act currently permits us, as a BDC, to issue such senior securities in amounts such that our asset coverage, as defined in Section 18(h) of the 1940 Act, is at least 150% on such senior security immediately after each issuance of such senior security. As a result of issuing senior securities (in whatever form), we will be exposed to the risks associated with leverage. Although borrowing money for investments increases the potential for gain, it also increases the risk of a loss. A decrease in the value of our investments will have a greater impact on the value of our common stock to the extent that we have borrowed money to make investments. There is a possibility that the costs of borrowing could exceed the income we receive on the investments we make with such borrowed funds. In addition, our ability to pay distributions, issue senior securities or repurchase shares of our common stock would be restricted if the asset coverage on each of our senior securities is not at least 150%. If the aggregate value of our assets declines, we might be unable to satisfy that 150% requirement. To satisfy the 150% asset coverage requirement in the event that we are seeking to pay a distribution, we might either have to (i) liquidate a portion of our loan portfolio to repay a portion of our indebtedness or (ii) issue common stock. This may occur at a time when a sale of a portfolio asset may be disadvantageous, or when we have limited access to capital markets on agreeable terms. In addition, any amounts that we use to service our indebtedness, pay dividends on our preferred stock, or for offering expenses will not be available for distributions to common stockholders. Furthermore, if we have to issue common stock at below NAV per common share, any non-participating stockholders will be subject to dilution, as described below. Pursuant to Section 61(a)(3) of the 1940 Act, we are permitted to issue multiple classes of “senior securities representing indebtedness.” However, pursuant to Section 18(c) of the 1940 Act, we are permitted to issue only one class of “senior securities that are stock.”

Reworded

•Common and Convertible Preferred Stock. Because we are constrained in our ability to issue debt or senior securities for the reasons given above, we aremay at times be dependent on the issuance of equity as a financing source. If we raise additional funds by issuing more common stock, the percentage ownership of our common stockholders at the time of the issuance would decrease and our existing common stockholderstockholders may experience dilution. In addition, under the 1940 Act, we will generally not be able to issue additional shares of our common stock at a price below NAV per common share to purchasers, other than to our existing common stockholders through a rights offering, without first obtaining the approval of our stockholders and our independent directors. If we were to sell shares of our common stock below our then-current NAV per common share, such sales would result in an immediate dilution to the NAV per common share. This dilution would occur as a result of the sale of common shares at a price below the then-current NAV per share of our common stock and a proportionately greater decrease in a common stockholder’s interest in our earnings and assets and voting percentage than the increase in our assets resulting from such issuance. For example, if we issue and sell an additional 10.0% of our common stock at a 5.0% discount to NAV, a common stockholder who does not participate in that offering for its proportionate interest will suffer NAV dilution of up to 0.5% or $5 per $1,000 of NAV. This imposes constraints on our ability to raise capital when our common stock is trading below NAV per common share. As noted above, the 1940 Act prohibits the issuance of multiple classes of “senior securities that are stock.”

Reworded

The use of leverage, including through the issuance of senior securities that are debt or stock, magnifies the potential for gain or loss on amounts invested, and, if we incur additional leverage, this potential will be further magnified. As of September 30, 2024,2025, we incurred leverage through the Credit Facility, the Series A Preferred Stock, the 5.125% Notes due 2026 Notes,(the “2026 Notes”), the 2027 Notes, the 7.75% Notes due 2028 (the “2028 Notes”), and the 20282030 Convertible Notes. From time to time, we intend to incur additional leverage to the extent permitted under the 1940 Act. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. In the future, we may borrow from, and issue senior securities, to banks and other lenders. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default.

Added

The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns on our portfolio, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

Reworded

_____________ (A)The hypothetical return to common stockholders is calculated by multiplying our total assets as of September 30, 20242025 by the assumed rates of return and subtracting all interest on our debt to be paid during the 12 months following September 30, 2024,2025, and then dividing the resulting difference by our total net assets attributable to common stock as of September 30, 2024.2025. Based on $812.5$907.6 million in total assets, $70.6 million$0 drawn on our Credit Facility (at cost), $150.0 million in our 2026 Notes payable (at cost), $50.0 million in our 2027 Notes payable (at cost), $57.0 million in our 2028 Notes payable (at cost), $8.7$149.5 million in our 2030 Convertible Notes payable (at cost), $21.6 million in our Series A Preferred Stock (at cost), and $470.9$482.0 million in net assets, each as of September 30, 2024.2025.

Reworded

To maintain our qualification as a RIC, we must meet income source, asset diversification, and annual distribution requirements. The annual distribution requirement is satisfied if we distribute at least 90.0% of our Investment Company Taxable Income to our stockholders on an annual basis. Because we use leverage, we are subject to certain asset coverage ratio requirements under the 1940 Act and could, under certain circumstances, be restricted from making distributions necessary to qualify as a RIC. Warrants we receive with respect to debt investments generally create OID, which we must recognize as ordinary income over the term of the debt investment. Similarly, PIK interest which is accrued generally over the term of the debt investment but not paid in cash, is recognized as ordinary income. Both OID and PIK interest will increase the amounts we are required to distribute to maintain our RIC status. Because such OIDs and PIK interest will not produce distributable cash for us at the same time as we are required to make distributions, we will need to use cash from other sources to satisfy such distribution requirements. For the year ended September 30, 2024,2025, we recognized $0.4 million of OID income and the unamortized balance of OID investments as of September 30, 20242025 totaled $0.6$0.2 million. As of September 30, 2024,2025, we had eightnine investments which had a PIK interest component and we recorded PIK interest income of $5.7$5.0 million during the year ended September 30, 2024.2025. We collected $0.2$7.2 million in PIK interest in cash for the year ended September 30, 2024.2025. Additionally, we must meet asset diversification and income source requirements at the end of each calendar quarter. If we fail to meet these tests, we may need to quickly dispose of certain investments to prevent the loss of RIC status. Since most of our investments will be illiquid, such dispositions, if even possible, may not be made at prices advantageous to us and may result in substantial losses. If we fail to qualify as a RIC as of a calendar quarter or annually for any reason and become fully subject to U.S. federal corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the actual amount distributed. Such a failure would have a material adverse effect on us and our common stock.

Reworded

Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a result of the annual distribution requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue “senior securities representing indebtedness,” including borrowing money from banks or other financial institutions or “senior securities that are stock,” such as preferred stock, only in amounts such that our asset coverage on each senior security, as defined in the 1940 Act, equals at least 150% after each such incurrence or issuance. Further, we may not be permitted to declare a dividend or make any distribution to our outstanding stockholders or repurchase shares until such time as we satisfy these tests. Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we may issue equity at a rate more frequent than our privately owned competitors, which may lead to greater stockholder dilution. We have incurred leverage to generate capital to make additional investments. If the value of our assets declines, we may be unable to satisfy the asset coverage test under the 1940 Act, which could prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. Such events, if they were to occur, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Removed

Such events, if they were to occur, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Reworded

We are dependent upon our key management personnel and the key management personnel of the Adviser, particularly David Gladstone, Terry Lee BrubakerGladstone and Robert L. Marcotte, and on the continued operations of the Adviser, for our future success.

Reworded

We have no employees. Our chief executive officer, chief operating officer, chief financial officer and treasurer, and the employees of the Adviser do not spend all of their time managing our activities and our investment portfolio. We are particularly dependent upon David Gladstone, Terry Lee Brubaker,Gladstone and Robert L. Marcotte for their experience, skills and networks. Our executive officers and the employees of the Adviser allocate some, and in some cases a material portion, of their time to businesses and activities that are not related to our business. We have no separate facilities and are completely reliant on the Adviser, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of the Adviser’s operations or termination of the Advisory Agreement and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon the Adviser and that discontinuation of its operations or the loss of its key management personnel could have a material adverse effect on our ability to achieve our investment objectives.

Reworded

The managementincentive compensationfee structure that has been implemented under the Advisory Agreement may cause the Adviser to invest in high-risk investments or take other risks. In addition to its management fee, the Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net investment income may lead the Adviser to place undue emphasis on the maximization of net investment income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

Reworded

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as debt instruments with PIK interest or OID. If a portfolio company defaults on a loan, it is possible that such accrued interest previously used in the calculation of the incentive fee will become uncollectible. Consequently, we may make incentive fee payments on income accruals that we may not collect in the future and with respect to which we do not have a clawback right against the Adviser. Our OID investments totaled $56.9$49.0 million as of September 30, 2024,2025, at cost. For the year ended September 30, 2024,2025, we recognized $0.4 million of OID income and the unamortized balance of OID investments as of September 30, 20242025 totaled $0.6$0.2 million. As of September 30, 2024,2025, we had eightnine investments which had a PIK interest component and we recorded PIK interest income of $5.7$5.0 million during the year ended September 30, 2024.2025. We collected $0.2$7.2 million in PIK interest in cash for the year ended September 30, 2024.2025.

Reworded

Our executive officers and directors, and the officers and directors of the Adviser, serve or may serve as officers, directors, or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our or our stockholders’ best interests. For example, Mr. Gladstone, our chairman and chief executive officer, is the chairman of the board and chief executive officer of each of the Gladstone Companies. In addition, Mr. Brubaker, our chief operating officer, is the vice chairman and chief operating officer of the Adviser and Administrator. Mr. Marcotte is an executive vice president of the Adviser. While portfolio managers and the officers and other employees of the Adviser devote as much time to the management of us as appropriate to enable the Adviser to perform its duties in accordance with the Advisory Agreement, the portfolio managers and other of the Adviser's officers may have conflicts in allocating their time and services among us, on the one hand, and other investment vehicles managed by the Adviser, on the other hand. These activities could be viewed as creating a conflict of interest insofar as the time and effort of the portfolio managers and the officers and employees of the Adviser will not be devoted exclusively to our business but will instead be allocated between our business and the management of these other investment vehicles. Moreover, the Adviser may establish or sponsor other investment vehicles which from time to time may have potentially overlapping investment objectives with ours and accordingly may invest in, whether principally or secondarily, asset classes we target. While the Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, the Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to us or the Affiliated Public Fund with the investment strategy that most closely fits the investment opportunity. Nevertheless, the management of the Adviser may face conflicts in the allocation of investment opportunities to other entities it manages. As a result, it is possible that we may not be given the opportunity to participate in certain investments made by other funds managed by the Adviser. In certain circumstances, we may make investments in a portfolio company in which one of our affiliates has or will have an investment, subject to satisfaction of any regulatory restrictions and, where required, to the prior approval of our Board of Directors. As of September 30, 2024,2025, our Board of Directors has approved the following types of co-investment transactions:

Reworded

Risks Related to the 2026 Notes, 2027 Notes,Notes and 20282030 Convertible Notes (collectively, the “Notes”)

Reworded

The Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of September 30, 2024,2025, there was $70.6 million$0 outstanding under the Credit Facility. Borrowings under the Credit Facility are the obligation of Business Loan, and are structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes.

Reworded

•with respect to the 2027 Notes, pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including preferred stock and any subordinated indebtedness, other than, dividends, purchases, redemptions or payments that would cause our asset coverage to fall below the threshold specified in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act or any successor provisions, giving effect to any no-action relief granted by the SEC to another BDC and upon which we may reasonably rely (or to us if we determine to seek such similar SEC no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act in order to maintain the BDC’s status as a RIC under Subchapter M of the Code;

Reworded

In addition, the indenture with respect to the 2028 Notes does not require us to make an offer to purchase the 2028 Notes in connection with a change of control or any other event whereas, underUnder the terms of the respective indentures governing the 2026 Notes and the 2027 Notes, the holders of the 20262027 Notes and the2030 2027Convertible Notes, respectively,Notes may require us to repurchase 100% of such notes upon the occurrence of a “Change of Control Repurchase Event,” which would occur upon certain changes of control that result in a downgrade in such notes below investment grade.grade or “fundamental change”, respectively.

Reworded

We have not listed, and do not intend to list in the future, the 20262027 Notes and 2027the 2030 Convertible Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. Although the 2028 Notes are listed on Nasdaq, they may trade at a discount to their purchase price depending on prevailing interest rates, the market for similar securities, our credit ratings, our financial condition, performance and prospects, general economic conditions or other relevant factors. Accordingly, we cannot assure you that a liquid trading market will develop and/or be maintained for any of the Notes, that a holder will be able to sell its Notes at a particular time or that the price received when a holder sells its Notes will be favorable. To the extent an active trading market does not develop or is not maintained, the liquidity and trading price for the Notes may be harmed. Accordingly, the holder of a Note may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.

Reworded

The 2026 Notes and the 2027 Notes 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. InWe addition,may not redeem the 20282030 Convertible Notes prior to October 6, 2028. We may beredeem redeemedfor incash wholeall or in part at any timeportion of the 2030 Convertible Notes (subject to the “partial redemption limitation”), at our optionoption, on a redemption date on or after SeptemberOctober 1,6, 2025.2028 and on or before the 45th scheduled trading day immediately prior to the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If prevailing rates are lower at the time of redemption, and we redeem the Notes, you likely would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Notes being redeemed.

Reworded

We may not be able to repurchase the 2026 Notes or 2027 Notes upon a Change of Control Repurchase Event.

Reworded

We may not be able to repurchase the 2026 Notes or 2027 Notes upon a Change of Control Repurchase Event (as defined in the indenture governing such Notes) because we may not have sufficient funds. We would not be able to borrow under our Credit Facility to finance such a repurchase of the 2026 Notes or 2027 Notes, and we expect that any future credit facility would have similar limitations. Upon a Change of Control Repurchase Event, holders of the 2026 Notes or 2027 Notes may require us to repurchase for cash some or all of such Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. The terms of our Credit Facility also provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under our Credit Facility at that time and to terminate our Credit Facility. Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the indenture governing the Notes and a cross-default under the agreements governing the Credit Facility, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If the holders of the 2026 Notes or 2027 Notes exercise their right to require us to repurchase such Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our current and future debt instruments, and we may not have sufficient funds to repay any such accelerated indebtedness.

Added

An increase in market interest rates could result in a decrease in the value of the Notes.

Added

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase the Notes and market interest rates increase, the market value of your Notes may decline. We cannot predict the future level of market interest rates.

Added

Additional Risks Related to our 2030 Convertible Notes

Added

We may not have the ability to raise the funds necessary to settle conversions of the 2030 Convertible Notes in cash or to repurchase the 2030 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2030 Convertible Notes.

Added

Holders of the 2030 Convertible Notes will have the right to require us to repurchase all or any portion of their 2030 Convertible Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the 2030 Convertible Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2030 Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2030 Convertible Notes surrendered therefor or pay cash with respect to 2030 Convertible Notes being converted. In addition, our ability to repurchase the 2030 Convertible Notes or to pay cash upon conversions of the 2030 Convertible Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase Notes at a time when the repurchase is required by the indenture governing the 2030 Convertible Notes or to pay any cash payable on future conversions of the 2030 Convertible Notes as required by the indenture governing the 2030 Convertible Notes would constitute a default under the indenture governing the 2030 Convertible Notes. A default under the indenture governing the 2030 Convertible Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2030 Convertible Notes or make cash payments upon conversions thereof.

Added

Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the 2030 Convertible Notes.

Added

We expect that many investors in, and potential purchasers of, the 2030 Convertible Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the 2030 Convertible Notes. Investors would typically implement such a strategy by selling short the common stock underlying the 2030 Convertible Notes and dynamically adjusting their short position while continuing to hold the 2030 Convertible Notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock. We cannot assure you that market conditions will permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all. If market conditions do not permit investors to implement this type of strategy, whether on favorable pricing and other terms or at all, at any time while the 2030 Convertible Notes are outstanding, the trading price and liquidity of the 2030 Convertible Notes may be adversely affected.

Added

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a “Limit Up-Limit Down” program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the 2030 Convertible Notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the 2030 Convertible Notes.

Added

In addition, the number of shares of our common stock available for lending in connection with short sale transactions and the number of counterparties willing to enter into an equity swap on our common stock with a Note investor may not be sufficient for the implementation of a convertible arbitrage strategy. These and other market events could make implementing a convertible arbitrage strategy prohibitively expensive or infeasible. We cannot assure you that a sufficient number of shares of our common stock will be available to borrow on commercial terms, or at all, to holders of the 2030 Convertible Notes. If purchasers of the 2030 Convertible Notes that seek to employ a convertible arbitrage strategy are unable to do so on commercial terms, or at all, then the trading price of, and the liquidity of the market for, the 2030 Convertible Notes may significantly decline.

Added

Volatility in the market price and trading volume of our common stock could adversely impact the trading price of the 2030 Convertible Notes.

Added

The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated to the operating performance of companies. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this Annual Report or the documents we have incorporated by reference in this Annual Report or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. A decrease in the market price of our common stock would likely adversely impact the trading price of the 2030 Convertible Notes. The market price of our common stock could also be affected by possible sales of our common stock by investors who view the 2030 Convertible Notes as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that we expect to develop involving our common stock. This trading activity could, in turn, affect the trading price of the 2030 Convertible Notes.

Added

Conversion of the 2030 Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

Added

The conversion of some or all of the 2030 Convertible Notes may dilute the ownership interests of our stockholders. Upon conversion of the 2030 Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2030 Convertible Notes may encourage short selling by market participants because the conversion of the 2030 Convertible Notes could be used to satisfy short positions, or anticipated conversion of the 2030 Convertible Notes into shares of our common stock could depress the price of our common stock.

Added

The accounting method for the 2030 Convertible Notes could adversely affect our reported financial condition and results.

Added

The accounting method for reflecting the 2030 Convertible Notes on our balance sheet, accruing interest expense for the 2030 Convertible Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

Added

In accordance with Financial Accounting Standards Board’s Accounting Standards Update 2020-06 (“ASU 2020-06”), the 2030 Convertible Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of the 2030 Convertible Notes, net of issuance costs. The issuance costs are treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of the 2030 Convertible Notes. As a result of this amortization, the expense that we recognize for the 2030 Convertible Notes for accounting purposes will be greater than the cash interest payments we pay on the 2030 Convertible Notes, which results in lower reported income.

Added

In addition, we expect that the shares of common stock underlying the 2030 Convertible Notes will be reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06.

Added

Under that method, diluted earnings per share are generally calculated assuming that all the 2030 Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

Added

In addition, in the future, we may, in our sole discretion, irrevocably elect to settle the conversion value of the 2030 Convertible Notes in cash up to the principal amount being converted. Following such an irrevocable election, if the conversion value of the 2030 Convertible Notes exceeds their principal amount for a reporting period, then we will calculate our diluted earnings per share by assuming that all of the 2030 Convertible Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess, unless the result would be anti-dilutive.

Added

Future sales of our common stock or equity-linked securities in the public market could lower the market price for our common stock and adversely impact the trading price of the 2030 Convertible Notes.

Added

In the future, we may sell additional shares of our common stock or equity-linked securities to raise capital. In addition, a substantial number of shares of our common stock is reserved for issuance upon the exercise of conversion of the 2030 Convertible Notes. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock or equity-linked securities, or the perception that such issuances and sales may occur, could adversely affect the trading price of the 2030 Convertible Notes and the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities.

Added

Holders of 2030 Convertible Notes are not entitled to any rights with respect to our common stock, but they will be subject to all changes made with respect to our common stock to the extent our conversion obligation includes shares of our common stock.

Added

Holders of 2030 Convertible Notes are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock) prior to the conversion date relating to such 2030 Convertible Notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), but holders of 2030 Convertible Notes will be subject to all changes affecting our common stock. For example, if an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date related to a holder’s conversion of its 2030 Convertible Notes (if we have elected to settle the relevant conversion by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)) or the last trading day of the relevant observation period (if we elect to pay and deliver, as the case may be, a combination of cash and shares of our common stock in respect of the relevant conversion), such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common stock.

Added

Upon conversion of the 2030 Convertible Notes, you may receive less valuable consideration than expected because the value of our common stock may decline after you exercise your conversion right but before we settle our conversion obligation.

Added

Under the 2030 Convertible Notes, a converting holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders 2030 Convertible Notes for conversion until the date we settle our conversion obligation.

Added

Upon conversion of the 2030 Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to satisfy our conversion obligation in cash or a combination of cash and shares of our common stock, the amount of consideration that you will receive upon conversion of your 2030 Convertible Notes will be determined by reference to the volume-weighted average price of our common stock for each trading day in a 40 trading day observation period. If the price of our common stock decreases during this period, the amount and/or value of consideration you receive will be adversely affected. In addition, if the market price of our common stock at the end of such period is below the average volume-weighted average price of our common stock during such period, the value of any shares of our common stock that you will receive in satisfaction of our conversion obligation will be less than the value used to determine the number of shares that you will receive.

Added

If we elect to satisfy our conversion obligation solely in shares of our common stock upon conversion of the 2030 Convertible Notes, we will be required to deliver the shares of our common stock, together with cash for any fractional share, on the second business day following the relevant conversion date. Accordingly, if the price of our common stock decreases during this period, the value of the shares that you receive will be adversely affected and would be less than the conversion value of the 2030 Convertible Notes on the conversion date.

Added

The increase in the conversion rate for 2030 Convertible Notes converted in connection with a make-whole fundamental change or a notice of redemption may not adequately compensate you for any lost value of your 2030 Convertible Notes as a result of such transaction or redemption.

Showing the first 60 of 73 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

42new paragraphs
28removed paragraphs
32reworded paragraphs
7,887 → 8,400words in section

New heading “Debt Redemption”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: bankruptcy, restructuring
“•In April 2025, our investment in Eegees, LLC was restructured as part of the bankruptcy process resulting in a new $12.8 million first lien debt investment and a new $8.5 million common equity investment in Eegee Acquisition Corporation. In conjunction with the restructuring, we recorded a net realized loss of approximately $4.4 million.”
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Removed text topics: default
“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. …”
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Reworded topics: delist

Paragraph as it now reads, with added and removed wording marked:

In OctoberAugust 2019,2023, we completed an offering of $38.8$57.0 million aggregate principal amount of 5.375%the 2028 Notes due 2024 (the “2024 Notes”), inclusive of the overallotment option exercised by the underwriters, for net proceeds of approximately $37.5$55.1 million after deducting underwriting discounts, commissions and offering expenses borne by us. On NovemberOctober 1,15, 2021,2025, we voluntarily redeemed 100% of the 2024issued Notes with an aggregate principal amountand outstanding of2028 $38.8Notes, million.following which they were delisted from the Nasdaq Global Select Market. The 20242028 Notes would have otherwise matured on NovemberSeptember 1, 2024.2028.
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New text topics: covenant
“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; …”
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

Total interest expense on borrowings and notes payable increaseddecreased by $0.9$1.7 million, or 4.2%,8.0%, during the year ended September 30, 20242025 as compared to the prior year.year This increase was drivendue primarily by a shift in the composition of our debt outstanding. Interest expense on notes payable increased by $3.9 million period over period with the issuance of our 2028 Notes in August 2023. Interest expense on our Credit Facility decreased by $3.0 million period over period, driven primarily byto a decrease in the weighted average balance outstanding on our Credit Facility, partially offset by an increase in the effective interest rate and the issuance of the 2030 Convertible Notes in September 2025. Interest expense on our Credit Facility anddecreased anby increase$2.2 in unused commitment fees,million period over period.period due primarily to a decrease in the weighted average balance outstanding which was $40.2 million during the year ended September 30, 2025, as compared to $70.6 million in the prior year, a decrease of 43.1%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 11.0%13.8% during the year ended September 30, 2024,2025, compared to 8.0%11.0% during the prior year. The increase in the effective interest rate was driven primarily by ana $0.9 million increase in unused commitment fees. The weighted average balance outstandingfees on ourthe undrawn portion of the Credit Facility, partially offset by a decrease in interest rates on the drawn portion of the Credit Facility was $70.6 million during the year ended September 30, 2024,2025. asInterest comparedexpense on our notes payable increased by $0.5 million period over period due to $133.7the millionissuance of the 2030 Convertible Notes in theSeptember prior year, a decrease of 47.2%.2025.
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New text topics: penalt
“•In December 2024, our investment in Salt and Straw, LLC, paid off which resulted in a realized gain of approximately $2.5 million on our preferred equity and the repayment of our debt investment of $10.9 million at par. We also received a $0.1 million prepayment penalty in conjunction with the payoff. We continue to hold warrants for common equity in Salt and Straw, LLC.”
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Full comparison: every changed paragraph (102)

Green = added, red = removed. Unchanged paragraphs, 19 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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 the Co-Investment Order that expanded our ability to co-invest, under certain circumstances, with certain of our affiliates, including Gladstone Investment, a BDC also managed by the Adviser, Gladstone Alternative, an interval fund also managed by the Adviser, 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.

Reworded

During the year ended September 30, 2024,2025, we invested $53.3$310.7 million in four15 new portfolio companies and extended $124.4$86.1 million in investments to existing portfolio companies. In addition, we received a total of $136.3$352.3 million in combined net proceeds and principal repayments from portfolio company exits and principal repayments by existing portfolio companies during the year ended September 30, 2024.2025.

Removed

•In November 2023, we invested $11.0 million in Quality Environmental Midco, Inc. (“Quality”) through secured first lien debt and preferred equity. We also extended Quality a $2.0 million secured first lien line of credit commitment, which was unfunded at close. In February 2024, we invested an additional $5.0 million in Quality through new secured first lien debt and preferred equity and increased the secured first lien line of credit commitment to $3.0 million.

Removed

•In November 2023, we extended Cafe Zupas, an existing portfolio company, a new $10.5 million secured first lien delayed draw term loan commitment, which was unfunded at close. We funded $1.4 million on the delayed draw term loan in December 2023. In addition, our existing term loan was paid down by $7.3 million.

Removed

•In November 2023, our remaining investment in PIC 360, LLC was sold resulting in a net realized gain of $0.3 million.

Removed

•In December 2023, we invested an additional $14.3 million in ALS Education, LLC, an existing portfolio company, through secured first lien debt.

Removed

•In December 2023, we invested an additional $12.0 million in Leadpoint Business Services, LLC, an existing portfolio company, through secured first lien debt.

Removed

•In December 2023, we invested an additional $7.0 million in Salt & Straw, LLC, an existing portfolio company, through preferred equity. We also increased our delayed draw term loan commitment to Salt & Straw, LLC by $2.9 million.

Removed

•In February and March 2024, we invested a total of an additional $13.5 million in SpaceCo Holdings, LLC (“SpaceCo”), an existing portfolio company, through secured first lien debt.

Removed

•In February 2024, we invested $15.0 million in Perimeter Solutions Group through secured second lien debt.

Removed

•In March 2024, we received net cash proceeds of $8.4 million from the sale of Trowbridge Chicago, LLC (“Trowbridge”), an existing portfolio company. In conjunction with the sale, we received $0.2 million in prepayment fees and recorded a net realized gain of $0.2 million on our equity. In September 2024, our remaining debt investment in Trowbridge paid off at par for net cash proceeds of $0.3 million.

Removed

•In April 2024, we invested $7.3 million in Total Access Elevator, LLC (“Total Access”) through secured first lien debt and common equity. We also extended Total Access a $3.0 million line of credit commitment and a $2.5 million delayed draw term loan commitment, both of which were unfunded at close.

Removed

•In April 2024, our debt investment in Giving Home Healthcare, LLC (“Giving Home”) paid off at par for net cash proceeds of $29.7 million including a $0.9 million prepayment penalty. We also exercised our warrant position for common equity in Giving Home, which we continue to hold, and received a $2.5 million distribution associated with this investment.

Reworded

•In MayOctober 2024, our $15.0 million debt investment in GrayPerimeter MatterSolutions Systems, LLCGroup paid off at parpar. forWe netalso cash proceeds of $14.0 million includingreceived a $0.2$0.5 million prepayment penalty.penalty in conjunction with the payoff.

Added

•In October 2024, our investment in Antenna Research Associates, Inc. was sold, which resulted in a net realized gain on our common equity of approximately $59.3 million and the repayment of our debt investment of $31.3 million at par.

Removed

•In May 2024, our debt investment in Pansophic Learning, Ltd. (“Pansophic”) paid off at par for net cash proceeds of $33.0 million.

Removed

•In May 2024, we invested $20.0 million in RPM Freight Systems, LLC (“RPM”) through secured second lien debt. We also extended RPM a $5.0 million delayed draw term loan commitment, which was unfunded at close.

Removed

•In May 2024, our remaining shares in Funko were sold representing an exit of our investment and a return of our equity cost basis of $21 thousand and a realized gain of $2 thousand.

Removed

•In June 2024, we invested an additional $7.4 million in Workforce QA, LLC, an existing portfolio company, through secured first lien debt.

Reworded

•In JulyNovember 2024, we invested an additional $6.5$28.9 million in TurnGiving KeyHome Health Clinics,Healthcare, LLC (“TurnGiving KeyHome”), an existing portfolio company, through secured first lien debt. WeIn alsoJune extended2025, Turnwe Keyinvested an additional $2.0$7.0 million line of credit commitment which was funded in JulyGiving 2024.Home through secured first lien debt.

Reworded

•In SeptemberNovember 2024, we invested an additional $13.5$10.5 million in ArcWings Drilling‘N HoldingsMore LLC,Restaurants, anLLC existing portfolio company,(“Wings”) through secured first lien debt and common equity.debt. We also extended ArcWings Drillinga an additional $4.0$1.5 million secured first lien line of credit commitment and fundeda $0.9$5.0 million undersecured thefirst linelien delayed draw term loan commitment, both of creditwhich were unfunded at close.

Added

•In November 2024, our $22.3 million debt investment in ENET Holdings, LLC paid off at par.

Added

•In December 2024, we invested $42.8 million in Vet’s Choice Radiology, LLC through secured first lien debt.

Added

•In December 2024, we invested $28.9 million in Pan-Am Dental, LLC through secured second lien debt and preferred equity.

Added

•In December 2024, we invested $15.0 million in Freedom Dental Management, Inc. through secured first lien debt.

Added

•In December 2024, we invested $5.0 million in Tube Bending Technology, LLC through secured second lien debt.

Added

•In December 2024, we invested $5.0 million in Gladstone Alternative, one of our affiliated funds, through common equity.

Added

•In December 2024, our investment in Salt and Straw, LLC, paid off which resulted in a realized gain of approximately $2.5 million on our preferred equity and the repayment of our debt investment of $10.9 million at par. We also received a $0.1 million prepayment penalty in conjunction with the payoff. We continue to hold warrants for common equity in Salt and Straw, LLC.

Added

•In December 2024, we sold our debt investments in DKI Ventures, LLC, which resulted in a net realized loss on our debt of approximately $4.1 million.

Added

•In January 2025, our $20.6 million debt investment in Fix-It Group, LLC paid off at par. We also received a $0.1 million prepayment penalty.

Added

•In January 2025, our $5.4 million debt investment in Sokol and Company, LLC (“Sokol”) paid off at par. Additionally, in February 2025, a portion of our common equity investment in Sokol was sold, representing a return of our equity cost basis of $1.1 million and a realized gain of $4.7 million.

Added

•In February 2025, we invested $18.9 million in Dutch Gold Honey, Inc. through secured second lien debt and common equity.

Added

•In February 2025, we invested $19.4 million in Viron International, LLC through secured first lien debt and common equity.

Added

•In March 2025, we received a $6.0 million partial repayment on our debt investment in Viva Railings, LLC.

Added

•In March 2025, we exited our investment in MCG Energy Solutions, LLC, which resulted in a realized gain on our preferred equity investment of approximately $3.0 million and the repayment of our debt investment of $20.4 million at par.

Added

•In April 2025, our $42.2 million debt investment in SpaceCo Holdings, LLC paid off at par.

Added

•In April 2025, our investment in Eegees, LLC was restructured as part of the bankruptcy process resulting in a new $12.8 million first lien debt investment and a new $8.5 million common equity investment in Eegee Acquisition Corporation. In conjunction with the restructuring, we recorded a net realized loss of approximately $4.4 million.

Added

•In May 2025, we invested $46.0 million in Altior Healthcare, LLC through secured first lien debt.

Added

•In June 2025, our $36.1 million debt investment in Cafe Zupas paid off at par. We also received a $0.4 million prepayment penalty in conjunction with the payoff.

Added

•In June 2025, we invested $12.6 million in RF Technologies, LLC through secured first lien debt. We also extended RF Technologies, LLC a $3.5 million secured first lien line of credit commitment.

Added

•In July 2025, we invested $25.0 million in MASSiv Brands, LLC through secured first lien debt.

Added

•In July 2025, we invested $15.0 million in Alsay Incorporated through secured second lien debt and preferred equity.

Added

•In July 2025, we invested $23.7 million in Snif-Snax, LLC through secured first lien debt and preferred equity.

Added

•In July 2025, we invested $13.0 million in Zero Case Holding Inc. through secured first lien debt and common equity. We also extended this business a $4.0 million secured first lien line of credit commitment, which was unfunded at close.

Added

•In August 2025, we invested an additional $16.6 million in OCI, LLC, an existing portfolio company, through secured first lien debt and common equity.

Added

•In August 2025, we invested $30.0 million in Foodservices Brand Group (“FBG”) through secured first lien debt. We also extended FBG a $10.0 million secured first lien line of credit commitment, which was unfunded at close.

Added

•In September 2025, we recognized a realized loss of $6.4 million on our equity investment in FES Resources Holdings, LLC.

Added

•In September 2025, our $15.4 million debt investment in Ohio Armor Holdings, LLC paid off at par. We continue to hold a common equity investment in Ohio Armor Holdings, LLC.

Reworded

•In JanuaryJuly 2024,2025, our $3.7 million debt investment in CHA8th Holdings,Avenue Food & Provisions, Inc. paid off at par for net proceeds of $3.0 million.par.

Removed

•In July 2024, our investment in Tailwind Smith Cooper Immediate Corporation paid off at par for net proceeds of $5.0 million.

Reworded

We have been able to meet our capital needs through extensions of and increases to our line of credit under the 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 2025,2027, and currently have a total commitment amount of $293.7$320.0 million. WeDuring the year ended September 30, 2025, we sold 476,138 and 8,774,101362,482 common shares under our at-the-market program for gross proceeds of $9.6 million. Additionally, we sold 518,321 shares of Series A Preferred Stock for gross proceeds of $13.0 million during the yearsyear ended September 30, 2024 and 2023, respectively.2025. In AugustSeptember 2023,2025, we completed an offering of $57.0$149.5 million aggregate principal amount of the2030 2028 Notes. In November 2021, we completed a private placement of $50.0 million aggregate principal amount of the 2027Convertible Notes. Refer to “Liquidity and Capital Resources — Revolving Line of Credit,” “Liquidity and Capital Resources — Equity — Common Stock,” and “Liquidity and Capital Resources — Notes Payable” for further discussion.

Reworded

Although we were able to access the capital markets historically and in recent years, market conditions may affect the trading price of our capitalcommon stock and thus may inhibit our ability to finance new investments through the issuance of equitycommon stock in the future. When our common stock trades below NAV per common share, our ability to issue equitycommon stock 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 September 30, 2024,2025, the closing market price of our common stock was $24.05$21.87 per share, a 13.6%2.5% premium to our September 30, 20242025 NAV per share of $21.18.$21.34.

Added

Debt Redemption

Added

On October 15, 2025, we voluntarily redeemed the 2028 Notes with an aggregate principal amount outstanding of $57.0 million. On October 31, 2025, we voluntarily redeemed the 2026 Notes with an aggregate principal outstanding of $150.0 million.

Removed

In November 2024, our Board of Directors declared the following supplemental distribution to common stockholders:

Reworded

Interest income increaseddecreased by 12.4%6.4% for the year ended September 30, 2024,2025, as compared to the prior year. 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 year ended September 30, 20242025 was $665.5$681.1 million, compared to $626.5$665.5 million for the year ended September 30, 2023,2024, an increase of $39.0$15.6 million, or 6.2%.2.3%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which increaseddecreased to 12.7% for the year ended September 30, 2025, compared to 13.9% for the year ended September 30, 2024, compared to 13.3% for the year ended September 30, 2023, inclusive of any allowances on interest receivables made during those periods. The increasedecrease in the weighted average yield was driven mainly by increasesdecreases in interest rates.

Added

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. As of September 30, 2024, 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 $28.3 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $12.8 million, or 1.9% of the fair value of all debt investments in our portfolio.

Removed

As of September 30, 2024, our loans to B+T Group, Edge Adhesives, and WB Xcel were on non-accrual status with a cost basis of $28.3 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $12.8 million, or 1.9% of the fair value of all debt investments in our portfolio. As of September 30, 2023, our loan to Edge Adhesives was on non-accrual status with a cost basis of $6.1 million, or 0.9% of the cost basis of all debt investments in our portfolio, and a fair value of $2.9 million, or 0.5% of the fair value of all debt investments in our portfolio.

Reworded

Other income decreased by 2.3%44.7% during the year ended September 30, 2024,2025, as compared to the prior year period primarily due to a $0.6$0.9 million decrease in dividend income and a $0.4 million decrease in success fees received and a $0.1 million decrease in dividend income year over year, partially offset by a $0.7 million increase in prepayment fees received year over year.

Reworded

As of September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value. As of September 30, 2024, our investment in Antenna Research Associates, Inc. represented 11.4% of the total investment portfolio at fair value. As of September 30, 2023, no single investment represented greater than 10% of the total investment portfolio at fair value.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-04 (period ending 2026-06-30) with 10-Q filed 2026-05-06 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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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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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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Removed heading “Appointment of Officers”

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Comparison of the SixNine Months Ended MarchJune 31,30, 2026 to the SixNine Months Ended MarchJune 31,30, 2025
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“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. …”
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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 most critical accounting policy, which is described in Note 2— Summary of Significant Accounting Policies in the accompanying notesNotes 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 MeasurementMeasurement.” Our accounting estimate on the fair value of our investments is critical because the determination of fair value involves subjective judgments and Disclosures.”estimates. WeAccordingly, havethe alsonotes identifiedto our revenueconsolidated recognitionfinancial policystatements asexpress athe criticaluncertainty accountingwith policy,respect whichto isthe describedpossible effect of these valuations, and any change in Notethese 2—valuations, Summaryon ofthe Significantconsolidated Accountingfinancial Policies in our accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report.statements.
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Total interest expense on borrowings and notes payable increased by $2.0$4.0 million, or 20.3%,28.1%, during the sixnine months ended MarchJune 31,30, 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 $2.8$5.4 million due primarily to an increase in the weighted average balance outstanding which was $152.4$170.3 million during the sixnine months ended MarchJune 31,30, 2026, as compared to $39.8$28.7 million in the prior year period, an increase of 282.9%.493.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 7.4%7.1% during the sixnine months ended MarchJune 31,30, 2026, compared to 13.9%17.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.6$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 sixnine months ended MarchJune 31,30, 2026. Interest expense on our notes payable decreased by $0.9$1.4 million during the sixnine months ended MarchJune 31,30, 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.
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Total interest expense on borrowings and notes payable increased by $0.8$2.0 million, or 15.9%,45.1%, during the three months ended MarchJune 31,30, 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 $1.6$2.5 million due primarily to an increase in the weighted average balance outstanding which was $183.7$206.1 million during the three months ended MarchJune 31,30, 2026, as compared to $53.7$6.6 million in the prior year period, an increase of 242.1%.$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 6.9%6.8% during the three months ended MarchJune 31,30, 2026, compared to 11.4%58.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.4$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 MarchJune 31,30, 2026. Interest expense on our notes payable decreased by $0.8$0.5 million during the three months ended MarchJune 31,30, 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 $100.0$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.
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Reworded

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 MarchJune 31,30, 2026, our investment portfolio was made up of approximately 90.9%90.6% debt investments and 9.1%9.4% equity investments, at cost.

Reworded

During the sixnine months ended MarchJune 31,30, 2026, we invested $71.8$138.5 million in fivenine new portfolio companies and extended $70.9$86.3 million in investments to existing portfolio companies. In addition, we exited five portfolio companies during the sixnine months ended MarchJune 31,30, 2026. We received a total of $99.1$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 sixnine months ended MarchJune 31,30, 2026. Our overall portfolio consists of 5559 portfolio companies as of MarchJune 31,30, 2026 and increased by $48.6$92.0 million at cost since September 30, 2025. From our initial public offering in August 2001 through MarchJune 31,30, 2026, we have made 724736 different loans to, or investments in, 297301 companies for a total of approximately $3.3$3.4 billion, before giving effect to principal repayments on investments and divestitures.

Reworded

During the sixnine months ended MarchJune 31,30, 2026, the following significant transactions occurred:

Added

•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.

Added

•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.

Added

•In May 2026, our $33.9 million debt investment in Giving Home Health Care, LLC paid off at par.

Added

•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.

Added

•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.

Added

•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.

Reworded

Refer to Note 12 — Subsequent Events in the accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report for portfolio activity occurring subsequent to MarchJune 31,30, 2026.

Reworded

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 currently have a total commitment amount of $365.0 million.million as of June 30, 2026. During the sixnine months ended MarchJune 31,30, 2026, we sold 743,4051,182,099 shares of 6.25% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) for gross proceeds of $18.6$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.

Reworded

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 MarchJune 31,30, 2026, the closing market price of our common stock was $17.35$19.42 per share, a 18.8%9.7% discount to our MarchJune 31,30, 2026 NAV per share of $21.36.$21.50.

Reworded

As of MarchJune 31,30, 2026, our asset coverage on our “senior securities representing indebtedness” was 225.7%218.6% and our asset coverage on our “senior securities that are stock” was 205.7%.196.2%.

Removed

Appointment of Officers

Removed

On March 20, 2026, the Board of Directors appointed Robert Marcotte, who is also our current president, as the Company’s chief executive officer, effective immediately. On that same date, Michael McQuigg, who is our current executive vice president, was appointed as the Company’s president effective October 1, 2026. Additionally, John Sateri was appointed as the Company’s chief investment officer effective immediately.

Reworded

On AprilJuly 14, 2026, our Board of Directors declared the following distributions to common and preferred stockholders:

Reworded

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

Reworded

Interest income increased by 8.7%16.5% for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 was $794.0$822.4 million, compared to $682.6$647.2 million for the three months ended MarchJune 31,30, 2025, an increase of $111.4$175.2 million, or 16.3%.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 MarchJune 31,30, 2026, compared to 12.6%12.8% for the three months ended MarchJune 31,30, 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.

Reworded

As of MarchJune 31,30, 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 $28.8$46.0 million, or 3.4%5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0$26.7 million, or 1.6%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.

Reworded

Success fee, dividend and otherOther income increaseddecreased by $2.6$0.6 million during the three months ended MarchJune 31,30, 2026, as compared to the prior year period, primarily due to an increasedecreases in dividend income received and prepayment fees received period over period.

Reworded

As of each of MarchJune 31,30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value.

Reworded

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $3.8$3.1 million, or 37.1%,30.2%, for the three months ended MarchJune 31,30, 2026, as compared to the prior year period. This increase was primarily due to a $1.8$2.0 million increase in interest expense, a $0.7 million increase in the net incentive fee, a $0.8 million increase in interest expense, and a $0.6$0.3 million increase in the net base management fee earned by the Adviser.

Reworded

Total interest expense on borrowings and notes payable increased by $0.8$2.0 million, or 15.9%,45.1%, during the three months ended MarchJune 31,30, 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 $1.6$2.5 million due primarily to an increase in the weighted average balance outstanding which was $183.7$206.1 million during the three months ended MarchJune 31,30, 2026, as compared to $53.7$6.6 million in the prior year period, an increase of 242.1%.$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 6.9%6.8% during the three months ended MarchJune 31,30, 2026, compared to 11.4%58.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.4$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 MarchJune 31,30, 2026. Interest expense on our notes payable decreased by $0.8$0.5 million during the three months ended MarchJune 31,30, 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 $100.0$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.

Reworded

The net base management fee earned by the Adviser increased by $0.6$0.3 million, or 22.6%,12.0%, for the three months ended MarchJune 31,30, 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.

Reworded

The income-based incentive fee increaseddecreased by $0.4$25 million,thousand, or 16.8%1.0% for the three months ended MarchJune 31,30, 2026, due to higherlower pre-incentive fee net investment income as compared to the prior year period. During the three months ended MarchJune 31,30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $1.4$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 MarchJune 31,30, 2026.

Removed

For the three months ended March 31, 2026, we recorded a net realized loss on investments of $0.2 million, which resulted from a $0.2 million realized loss recognized on the exit of our investment in FES Resources Holdings LLC.

Reworded

For the three months ended MarchJune 31,30, 2025, we recorded a net realized gainloss on investments of $7.7$3.7 million, which resulted primarily from a $4.7$4.4 million realized gainloss recognized on the partial salerestructure of our common equity investment in SokolEegee’s andLLC, partially offset by a $3.0$0.7 million realized gain recognized on our investment in MCGGiving EnergyHome Solutions,Health Care, LLC. There was no realized gain or loss recorded on investments for the three months ended June 30, 2026.

Reworded

During the three months ended MarchJune 31,30, 2026, we recorded net unrealized appreciation of investments in the aggregate amount of $4.8$3.0 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended MarchJune 31,30, 2026 were as follows:

Reworded

The primary driversdriver of net unrealized appreciation of $4.8$3.0 million for the three months ended MarchJune 31,30, 2026 werewas the improvement in the financial and operational performance of Engineering Manufacturing Technologies, LLC and Dutch Gold Honey, Inc. and OCI, LLC,Inc., partially offset by the decline in the financial and operational performance of LonestarEegee EMS,Acquisition LLC and Technical Resource Management, LLC.Corp.

Reworded

During the three months ended MarchJune 31,30, 2025, we recorded net unrealized depreciation of investments in the aggregate amount of $9.9$34 million.thousand. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended MarchJune 31,30, 2025 were as follows:

Added

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.

Removed

The primary drivers of net unrealized depreciation of $9.9 million for the three months ended March 31, 2025 were the reversal of unrealized appreciation from the partial sale of our common equity investment in Sokol & Company Holdings, LLC and the sale of our investment in MCG Energy Solutions, LLC, partially offset by the increase in the financial and operational performance of certain of our other portfolio companies.

Reworded

Comparison of the SixNine Months Ended MarchJune 31,30, 2026 to the SixNine Months Ended MarchJune 31,30, 2025

Reworded

Interest income increased by 10.4%12.4% for the sixnine months ended MarchJune 31,30, 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 sixnine months ended MarchJune 31,30, 2026 was $783.0$796.2 million, compared to $662.3$657.3 million for the sixnine months ended MarchJune 31,30, 2025, an increase of $120.7$138.9 million, or 18.2%.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 12.0%11.9% for the sixnine months ended MarchJune 31,30, 2026, compared to 12.9%12.8% for the sixnine months ended MarchJune 31,30, 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.

Reworded

As of MarchJune 31,30, 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 $28.8$46.0 million, or 3.4%5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0$26.7 million, or 1.6%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.

Reworded

Success fee, dividend and otherOther income increased by $2.5$1.9 million during the sixnine months ended MarchJune 31,30, 2026, as compared to the prior year period, primarily due to an increase in dividend income received period over period and an increase in prepayment fees received period over period.

Reworded

As of each of MarchJune 31,30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair valuevalue.

Reworded

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $6.3$9.5 million, or 30.1%, for the sixnine months ended MarchJune 31,30, 2026, as compared to the prior year period. This increase was primarily due to a $2.1$4.0 million increase in interest expense, a $2.7 million increase in the net incentive fee, a $2.0 million increase in interest expense, and a $1.7$2.0 million increase in the net base management fee earned by the Adviser.

Reworded

Total interest expense on borrowings and notes payable increased by $2.0$4.0 million, or 20.3%,28.1%, during the sixnine months ended MarchJune 31,30, 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 $2.8$5.4 million due primarily to an increase in the weighted average balance outstanding which was $152.4$170.3 million during the sixnine months ended MarchJune 31,30, 2026, as compared to $39.8$28.7 million in the prior year period, an increase of 282.9%.493.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 7.4%7.1% during the sixnine months ended MarchJune 31,30, 2026, compared to 13.9%17.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.6$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 sixnine months ended MarchJune 31,30, 2026. Interest expense on our notes payable decreased by $0.9$1.4 million during the sixnine months ended MarchJune 31,30, 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.

Reworded

The net base management fee earned by the Adviser increased by $1.7$2.0 million, or 41.7%,31.3%, for the sixnine months ended MarchJune 31,30, 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.

Reworded

The income-based incentive fee increased by $0.4 million, or 7.8%,4.9%, for the sixnine months ended MarchJune 31,30, 2026, due to higher pre-incentive fee net investment income as compared to the prior year period. During the sixnine months ended MarchJune 31,30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $1.7$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 sixnine months ended MarchJune 31,30, 2026.

Reworded

For the sixnine months ended MarchJune 31,30, 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.

Reworded

For the sixnine months ended MarchJune 31,30, 2025, we recorded a net realized gain on investments of $65.4$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.

Reworded

During the sixnine months ended MarchJune 31,30, 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.

Reworded

During the sixnine months ended MarchJune 31,30, 2026, we recorded net unrealized depreciationappreciation of investments in the aggregate amount of $0.9$2.2 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the sixnine months ended MarchJune 31,30, 2026 were as follows:

Reworded

The primary driversdriver of net unrealized depreciationappreciation of $0.9$2.2 million for the sixnine months ended MarchJune 31,30, 2026 werewas the improvement in the financial and operational performance of Dutch Gold Honey, Inc. and OCI,Engineering Manufacturing Technologies, LLC, partially offset by the decline in the financial and operational performance of Eegee Acquisition Corp. and Lonestar EMS, LLC and Technical Resource Management, LLC.

Reworded

During the sixnine months ended MarchJune 31,30, 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 sixnine months ended MarchJune 31,30, 2025 were as follows:

Reworded

The primary driver of net unrealized depreciation of $51.8 million for the sixnine months ended MarchJune 31,30, 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.

Reworded

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,Facility and secured notes, make distributions to our stockholders, pay management and administrative fees to the Adviser and Administrator, and for other operating expenses.

Reworded

Net cash used in operating activities for the sixnine months ended MarchJune 31,30, 2026 was $17.2$54.1 million, as compared to net cash provided by operating activities of $70.7$91.1 million for the sixnine months ended MarchJune 31,30, 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 $98.7$138.9 million during the sixnine months ended MarchJune 31,30, 2026 compared to $246.7$329.0 million during the sixnine months ended MarchJune 31,30, 2025. Purchases of investments were $142.7$224.8 million during the sixnine months ended MarchJune 31,30, 2026, compared to $197.2$270.2 million during the sixnine months ended MarchJune 31,30, 2025.

Reworded

As of MarchJune 31,30, 2026, we had loans to or equity investments in 5559 companies, with an aggregate cost basis of approximately $925.2$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.

Reworded

The following table summarizes our total portfolio investment activity during the sixnine months ended MarchJune 31,30, 2026 and 2025:

Reworded

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of MarchJune 31,30, 2026:

Reworded

(A)Includes debt investments with contractual principal amounts totaling $0.2 million for which the maturity date has passed as of MarchJune 31,30, 2026.

Removed

Net cash used in financing activities for the six months ended March 31, 2026 was $11.7 million, which consisted primarily of $207.0 million used in gross redemptions of long term debt and $20.3 million in distributions to our common stockholders, partially offset by $199.8 million in net borrowings on our Credit Facility.

Reworded

Net cash usedprovided inby financing activities for the sixnine months ended MarchJune 31,30, 20252026 was $70.2$24.1 million, which consisted primarily of $45.5$177.5 million in net repaymentsborrowings on our Credit Facility and $31.0$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.

Added

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.

Reworded

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 sixnine months ended MarchJune 31,30, 2026. In AprilJuly 2026, our Board of Directors declared a monthly distribution of $0.15 per common share for each of April,July, May,August, and JuneSeptember 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.

Reworded

We paid monthly cash dividends of $0.130208 per share to holders of our Series A Preferred Stock for each month during the sixnine months ended MarchJune 31,30, 2026. In AprilJuly 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 April,July, May,August, and JuneSeptember 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.

Reworded

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.

Showing the first 60 of 77 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

GLAD insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding GLAD (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Oaktree Capital Management (Howard Marks) CONVERTIBLE BOND2026-06-300$4.8M0.09%No change
Two Sigma Investments COM NEW2026-06-30162,633$3.2M0.0%Added 8%
Millennium Management (Israel Englander) NOTE 5.875%10/02026-06-300$3.1M0.0%No change
Millennium Management (Israel Englander) COM NEW2026-06-3097,486$1.9M0.0%Reduced 14%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when GLAD files, watchlists and downloadable comparisons.