GLADSTONE INVESTMENT CORPORATION\DE false 0001321741 0001321741 2026-02-10 2026-02-10 0001321741 us-gaap:CommonStockMember 2026-02-10 2026-02-10 0001321741 gain:A500NotesDue2026Member 2026-02-10 2026-02-10 0001321741 gain:A4875NotesDue2028Member 2026-02-10 2026-02-10 0001321741 gain:A7.875NotesDue2030Member 2026-02-10 2026-02-10
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): February 11, 2026 (February 10, 2026)
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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814-00704 |
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83-0423116 |
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(Commission File Number) |
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(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)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
| Common Stock, $0.001 par value per share |
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GAIN |
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The Nasdaq Stock Market LLC |
| 5.00% Notes due 2026 |
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GAINN |
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The Nasdaq Stock Market LLC |
| 4.875% Notes due 2028 |
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GAINZ |
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The Nasdaq Stock Market LLC |
| 7.875% Notes due 2030 |
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GAINI |
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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 1.01. Entry Into a Material Definitive Agreement.
On February 10, 2026, Gladstone Investment Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Oppenheimer & Co. Inc., as representative of the several underwriters named therein, in connection with the issuance and sale of $100.0 million aggregate principal amount of the Company’s 7.125% Notes due 2031 (the “Offering”). The Company has also granted the underwriters a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of the 7.125% Notes due 2031 to cover overallotments, if any. The closing of the Offering is expected to occur on February 18, 2026, subject to customary closing conditions.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-277452) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 9, 2026, the pricing term sheet dated February 10, 2026 and a final prospectus supplement dated February 10, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description |
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Underwriting Agreement, dated as of February 10, 2026, by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Oppenheimer & Co. Inc., as representative of the several underwriters named therein. |
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| 104 |
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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.
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Gladstone Investment Corporation |
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| Date: February 11, 2026 |
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By: |
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/s/ Taylor Ritchie |
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Taylor Ritchie Chief Financial Officer and Treasurer |
