GLADSTONE CAPITAL CORP 8-K

What Happened Gladstone Capital Corporation announced on June 3, 2026 (underwriting agreement) and closed on June 5, 2026 a registered direct offering of $60.0 million aggregate principal amount of its 7.000% Notes due December 15, 2029. The Company entered into a Seventh Supplemental Indenture with U.S. Bank Trust Company, N.A. as trustee in connection with the Notes. Net proceeds will be used to repay a portion of amounts outstanding under its credit facility, to fund new investments and for general corporate purposes; the Company also intends to re-borrow under its credit facility as opportunities and market conditions permit.

Key Details

• Offering size: $60.0 million aggregate principal amount of 7.000% Notes due December 15, 2029.
• Interest: 7.000% per year, payable June 15 and December 15, beginning December 15, 2026.
• Security and ranking: Unsecured, pari passu with Gladstone’s other unsecured, unsubordinated debt; senior to its preferred stock; effectively subordinated to any secured debt and structurally subordinated to subsidiaries’ obligations.
• Redemption: May be redeemed (in whole or part) prior to Sept 15, 2029 at par plus a make-whole premium; thereafter at par plus accrued interest.
• Documents: Offering made under the Company’s effective Form N-2 shelf (Reg. No. 333-275934) with a June 3, 2026 prospectus supplement and pricing term sheet; related indenture and underwriting agreement were filed as exhibits.

Why It Matters This transaction raises $60 million of unsecured debt at a 7.00% coupon, increasing the Company’s outstanding borrowings and fixed interest costs while providing liquidity to reduce revolver borrowings and to pursue new investments. Investors should note the December 2029 maturity, the notes’ unsecured and pari passu status (which affects recovery priority), and the Company’s stated plan to potentially re-borrow under its credit facility to fund investments. The indenture includes customary covenants tied to applicable Investment Company Act provisions and requires certain disclosures if the Company stops reporting under the Exchange Act.