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George “Chip” Stelljes joins Gladstone Investment (GAIN) board as independent director

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gladstone Investment Corporation appointed George “Chip” Stelljes, III to its Board of Directors, effective June 1, 2026. He joins the 2028 class of directors as an independent director, with his term running until the company’s 2028 annual meeting of stockholders.

The board expanded from seven to eight members in connection with his appointment. Stelljes has also been named to the Compensation Committee, the Ethics, Nominating and Corporate Governance Committee, and the Valuation Committee. He will receive pro-rated compensation under the company’s standard program for independent directors.

The company noted there are no related-party arrangements or transactions involving Stelljes that require disclosure under Regulation S-K Item 404(a). A press release announcing his election was issued on June 2, 2026 and furnished as an exhibit.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size after appointment 8 directors Board expanded from seven to eight directors with Stelljes’ election
Director class 2028 class Term expires at 2028 annual meeting of stockholders
Effective date of election June 1, 2026 Start date of Stelljes’ service on the board
independent director financial
"Mr. Stelljes will join the 2028 class of Directors for the Company as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Compensation Committee financial
"The Board has also named Mr. Stelljes to its Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Ethics, Nominating and Corporate Governance Committee financial
"its Ethics, Nominating and Corporate Governance Committee, and its Valuation Committee"
Valuation Committee financial
"its Ethics, Nominating and Corporate Governance Committee, and its Valuation Committee"
A valuation committee is a small group of internal and sometimes external experts who review and approve how a company assigns monetary value to assets, securities, liabilities, or transactions. Think of them as appraisers who check the assumptions and calculations behind price tags—this matters to investors because those valuations shape reported profits, balance-sheet strength, deal prices, and the reliability of financial statements, reducing the risk of surprises or mispricing.
Item 404(a) of Regulation S-K regulatory
"There are no transactions between Mr. Stelljes and the Company that would be reportable under Item 404(a) of Regulation S-K"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026 (June 1, 2026)

 

 

Gladstone Investment Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   814-00704   83-0423116

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, $0.001 par value per share   GAIN   The Nasdaq Stock Market LLC
4.875% Notes due 2028   GAINZ   The Nasdaq Stock Market LLC
7.875% Notes due 2030   GAINI   The Nasdaq Stock Market LLC
7.125% Notes due 2031   GAING   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2026, the Board of Directors (the “Board”) of Gladstone Investment Corporation (the “Company”) elected George “Chip” Stelljes, III to the Board, effective June 1, 2026. Mr. Stelljes will join the 2028 class of Directors for the Company as an independent director, with a term expiring at the Company’s 2028 annual meeting of stockholders. The Board has also named Mr. Stelljes to its Compensation Committee, its Ethics, Nominating and Corporate Governance Committee, and its Valuation Committee.

Mr. Stelljes will be compensated on a pro-rated basis for his service on the Board in accordance with the Company’s compensation program for independent directors, as will be set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders.

There are no other arrangements or understandings between Mr. Stelljes and any other person pursuant to which he was elected as a director of the Company. There are no transactions between Mr. Stelljes and the Company that would be reportable under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release (the “Press Release”) announcing Mr. Stelljes’ election to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release dated June 2, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Gladstone Investment Corporation
Date: June 2, 2026     By:  

/s/ Taylor Ritchie

     

Taylor Ritchie

     

Chief Financial Officer and Treasurer

Exhibit 99.1

 

LOGO

Gladstone Investment Corporation Announces Election of

George “Chip” Stelljes, III as Director

McLean, VA, June 2, 2026: Gladstone Investment Corporation (Nasdaq: GAIN) (the “Company”) announced that George “Chip” Stelljes, III has been elected to the 2028 class of directors for the Company, effective June 1, 2026. Mr. Stelljes has also been appointed to serve on the Company’s Compensation Committee, Ethics, Nominating & Corporate Governance Committee and Valuation Committee. In connection with Mr. Stelljes’ appointment, the size of the Company’s board of directors has been expanded from seven to eight directors. Mr. Stelljes was selected to serve as a director due to his more than twenty-five years of experience in the investment analysis, management, and advisory industries.

“We are excited to strengthen our board with the appointment of Chip Stelljes,” said David Gladstone, Chairman of the Company’s board of directors. “His prior service with the Gladstone companies and his deep experience in private equity fund investment will be a valuable asset to the Company as we continue to grow.”

Mr. Stelljes is currently the managing partner of St. John’s Capital, LLC, a vehicle used to make private equity investments. From 2001 to 2013, Mr. Stelljes held various senior positions with the Gladstone Companies, including serving as the chief investment officer, president and a director of Gladstone Capital Corporation, Gladstone Investment Corporation, Gladstone Commercial Corporation, and Gladstone Management Corporation. Prior to his service at the Gladstone companies, for 23 years, Mr. Stelljes served in a variety of roles at multiple private equity and venture capital funds, including Patriot Capital, Camden Partners, and Columbia Capital as well as Allied Capital.

Mr. Stelljes is currently the chairman of the board of directors of Equalize Community Development Fund, a closed-end investment company that operates as an interval fund and an independent director of Oxford Square Capital Corporation, a publicly-traded, closed-end management investment company. He is also a former board member and regional president of the National Association of Small Business Investment Companies. Mr. Stelljes holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.

About Gladstone Investment Corporation: Gladstone Investment Corporation is a publicly traded business development company that seeks to make secured debt and equity investments in lower middle market businesses in the United States in connection with acquisitions, changes in control and recapitalizations. For more information, please visit www.gladstoneinvestment.com.

About the Gladstone Companies: Information on the business activities of all the Gladstone family of funds can be found at www.gladstonecompanies.com.


CONTACT: For further information: Gladstone Investment Corporation, (703) 287-5893.

FAQ

What did Gladstone Investment Corporation (GAIN) announce in this 8-K?

Gladstone Investment Corporation announced the election of George “Chip” Stelljes, III as an independent director. He joins the 2028 director class, with his term expiring at the 2028 annual meeting, and will serve on key board committees, including compensation and valuation.

When does George “Chip” Stelljes’ term as a Gladstone Investment (GAIN) director end?

George “Chip” Stelljes’ term runs as part of the 2028 class of directors, expiring at Gladstone Investment’s 2028 annual meeting of stockholders. He was elected effective June 1, 2026, giving him roughly a two-year term under this board classification structure.

How did George “Chip” Stelljes’ appointment change Gladstone Investment’s (GAIN) board size?

His appointment increased the Gladstone Investment board from seven to eight directors. The company explicitly states the board’s size was expanded in connection with his election, indicating this is an additional seat rather than a replacement of an existing director.

Which committees will George “Chip” Stelljes serve on at Gladstone Investment (GAIN)?

He will serve on the Compensation Committee, the Ethics, Nominating and Corporate Governance Committee, and the Valuation Committee. These assignments give him roles in overseeing executive pay, governance practices, ethical standards, and valuation matters for the investment portfolio.

How will George “Chip” Stelljes be compensated as a Gladstone Investment (GAIN) director?

He will be compensated on a pro-rated basis under Gladstone Investment’s standard compensation program for independent directors. Details of this program are expected to be described in the company’s proxy statement for its 2026 annual meeting of stockholders.

What prior experience does George “Chip” Stelljes bring to Gladstone Investment (GAIN)?

He brings more than twenty-five years of experience in investment analysis, management, and advisory roles. He previously held senior positions at Gladstone-affiliated companies and various private equity and venture capital funds, and currently manages private equity investments through St. John’s Capital, LLC.

Filing Exhibits & Attachments

5 documents