Gladstone Investment plans $100M 7.125% notes due 2031

Gladstone Investment Corporation entered into an underwriting agreement to issue and sell $100.0 million aggregate principal amount of its 7.125% Notes due 2031.

Rhea-AI Filing Summary

Gladstone Investment Corporation entered into an underwriting agreement to issue and sell $100.0 million aggregate principal amount of its 7.125% Notes due 2031. The notes are being offered under the company’s effective shelf registration statement on Form N-2.

The company also granted the underwriters a 30-day option to purchase up to an additional $15.0 million of these notes to cover overallotments. The closing of the offering is expected to occur on February 18, 2026, subject to customary closing conditions, with Oppenheimer & Co. Inc. acting as representative of the underwriters.

Insights

Credit & Capital Structure Analyst

Gladstone Investment is adding fixed-rate debt via a new notes offering.

Gladstone Investment Corporation has agreed to issue $100.0 million of 7.125% Notes due 2031, with an option for underwriters to buy an additional $15.0 million. This extends the company’s fixed-rate funding profile out to 2031 at a clearly defined coupon.

The notes are issued under an effective shelf registration on Form N-2, which streamlines the process and permits this type of debt raise. An underwriting agreement with Oppenheimer & Co. Inc., as representative of the underwriters, outlines terms and closing conditions.

The closing is expected on February 18, 2026, subject to customary conditions. Subsequent disclosures may detail how the new 7.125% debt fits alongside existing notes such as the 2026, 2028 and 2030 issues listed, and how proceeds are allocated within the investment portfolio.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities is Gladstone Investment (GAIN) issuing in this 8-K event?

Gladstone Investment is issuing 7.125% Notes due 2031 with $100.0 million aggregate principal amount. These fixed-rate notes extend the company’s debt maturity profile and are offered under an effective shelf registration statement on Form N-2.

How large is Gladstone Investment’s new 7.125% Notes due 2031 offering?

The primary size of the new 7.125% Notes due 2031 is $100.0 million in aggregate principal amount. Additionally, underwriters have a 30-day option to purchase up to $15.0 million more to cover any overallotments, potentially increasing total issuance.

When is the closing of Gladstone Investment’s new notes offering expected?

The closing of Gladstone Investment’s 7.125% Notes due 2031 offering is expected to occur on February 18, 2026. This timing is subject to customary closing conditions outlined in the underwriting agreement with Oppenheimer & Co. Inc. and the other underwriters.

Which firm is leading the underwriting for Gladstone Investment’s 2031 notes?

Oppenheimer & Co. Inc. is acting as representative of the several underwriters for Gladstone Investment’s 7.125% Notes due 2031. The underwriting agreement also includes Gladstone Management Corporation and Gladstone Administration, LLC as related parties to the transaction.

Under what registration statement is Gladstone Investment’s new notes offering made?

The 7.125% Notes due 2031 offering is made under Gladstone Investment’s effective shelf registration statement on Form N-2, Registration No. 333-277452. It is supplemented by a preliminary prospectus supplement, a pricing term sheet, and a final prospectus supplement dated February 10, 2026.

Does Gladstone Investment’s notes transaction include an overallotment option for underwriters?

Yes. Underwriters have a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of the 7.125% Notes due 2031. This option is intended to cover overallotments if they occur during the distribution of the notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/11/2026 - 04:08 PM Learn about SEC filing dates

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)

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)

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:

☐ Written communication 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
5.00% Notes due 2026		GAINN		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

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.

Exhibit No.		Description
1.1		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.
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: February 11, 2026				By:		/s/ Taylor Ritchie
						Taylor Ritchie Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 198.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.1 KB