GLADSTONE INVESTMENT CORPORATION\DE 8-K

What Happened

• Gladstone Investment Corporation (GAIN) filed an 8‑K reporting that it entered into a Seventh Supplemental Indenture with UMB Bank, N.A., in connection with a public offering of up to $115.0 million aggregate principal amount of 7.125% notes due May 1, 2031. The offering closed on February 18, 2026.
• The Notes are unsecured obligations of the company, pay interest at 7.125% per year (paid quarterly on Feb 1, May 1, Aug 1 and Nov 1 beginning May 1, 2026), and mature May 1, 2031. The Indenture contains covenants tied to certain Investment Company Act provisions and reporting requirements if the company ceases Exchange Act reporting.

Key Details

• Amount: up to $115.0 million principal; transaction closed February 18, 2026.
• Interest: 7.125% annually; interest payments quarterly beginning May 1, 2026.
• Maturity & redemption: matures May 1, 2031; callable by the company in whole or in part on or after May 1, 2028 with 30–60 days’ notice at 100% of principal plus accrued interest.
• Ranking: direct unsecured obligations, pari passu with GAIN’s existing and future unsecured, unsubordinated indebtedness; senior to any future preferred stock; effectively subordinated to secured debt and structurally subordinated to subsidiary debt.
• Use of proceeds: net proceeds expected to repay a portion of amounts outstanding under the company’s credit facility, to fund new investments, and for general corporate purposes; the company may re‑borrow under its credit facility as appropriate.

Why It Matters

• This transaction raises committed long‑term unsecured fixed‑rate debt for Gladstone, providing cash to reduce revolver borrowings and to fund investments. For investors, the Notes increase the company’s fixed interest obligations at a 7.125% coupon and affect capital structure because they rank equally with other unsecured debt but are junior to secured and subsidiary liabilities.
• The redemption features and covenants (including Investment Company Act compliance and reporting provisions) are material terms that affect creditor protections and future flexibility.