Gladstone Capital adds George Stelljes to board

Gladstone Capital Corporation has elected George “Chip” Stelljes, III to its board of directors, effective June 1, 2026.

Rhea-AI Filing Summary

Gladstone Capital Corporation has elected 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 ending at the 2028 annual meeting of stockholders.

Stelljes has also been appointed to the Compensation Committee, the Ethics, Nominating and Corporate Governance Committee, and the Valuation Committee. In connection with his appointment, the board size increased from seven to eight directors. The company highlights his more than 25 years of experience in investment analysis, management and advisory roles, including prior senior positions with various Gladstone entities.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Effective date of election: June 1, 2026 Board size after expansion: 8 directors Director class term end: 2028 annual meeting +2 more

5 metrics

Effective date of election June 1, 2026 Date George “Chip” Stelljes, III joined the board

Board size after expansion 8 directors Board expanded from seven to eight with Stelljes’ appointment

Director class term end 2028 annual meeting Stelljes joins the 2028 class of directors

Industry experience More than 25 years Experience in investment analysis, management and advisory industries

Press release date June 2, 2026 Date of Exhibit 99.1 announcing the board election

Key Terms

independent director, Compensation Committee, Ethics, Nominating and Corporate Governance Committee, Valuation Committee, +1 more

5 terms

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.

business development company financial

"Gladstone Capital Corporation is a publicly-traded business development company that invests in debt and equity securities"

A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

FAQ

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

What board change did Gladstone Capital (GLAD) announce in June 2026?

Gladstone Capital elected George “Chip” Stelljes, III as an independent director effective June 1, 2026. He joins the 2028 director class, with his term expiring at the 2028 annual meeting of stockholders, and serves on three key board committees.

Which Gladstone Capital (GLAD) board committees will George Stelljes serve on?

George Stelljes will serve on the Compensation Committee, the Ethics, Nominating and Corporate Governance Committee, and the Valuation Committee. These assignments give him direct involvement in pay decisions, governance oversight, and portfolio valuation matters for Gladstone Capital.

How did George Stelljes’ election affect Gladstone Capital’s (GLAD) board size?

In connection with George Stelljes’ appointment, Gladstone Capital expanded its board of directors from seven to eight members. This change reflects the addition of one new independent director without replacing an existing board member.

What relevant experience does George Stelljes bring to Gladstone Capital (GLAD)?

George Stelljes brings more than twenty-five years of experience in investment analysis, management, and advisory roles. He previously held senior positions at several Gladstone entities and worked at private equity and venture capital funds such as Patriot Capital, Camden Partners, and Columbia Capital.

How will George Stelljes be compensated as a Gladstone Capital (GLAD) director?

George Stelljes will be compensated on a pro-rated basis under Gladstone Capital’s compensation program for independent directors. The program is described in the company’s proxy statement for its 2026 annual meeting of stockholders, which governs cash and equity compensation terms.

What type of company is Gladstone Capital (GLAD)?

Gladstone Capital is a publicly traded business development company that invests mainly in secured first and second lien term loans and other debt and equity securities. Its focus is on lower middle market businesses operating in the United States.

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

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Accepted by SEC EDGAR 06/02/2026 - 08:45 AM Learn about SEC filing dates

GLADSTONE CAPITAL CORP false 0001143513 0001143513 2026-06-01 2026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland		814-00237		54-2040781
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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)

(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 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		Name of each exchange on which registered
Common Stock, $0.001 par value per share		GLAD		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 Capital 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 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).

SIGNATURES

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.

Dated: June 2, 2026				GLADSTONE CAPITAL CORPORATION
				By:		/s/ Nicole Schaltenbrand
						Nicole Schaltenbrand Chief Financial Officer & Treasurer

Exhibit 99.1

Gladstone Capital Corporation Announces Election of

George “Chip” Stelljes, III as Director

McLean, VA, June 2, 2026: Gladstone Capital Corporation (Nasdaq: GLAD) (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 Capital Corporation: Gladstone Capital Corporation is a publicly-traded business development company that invests in debt and equity securities, consisting primarily of secured first and second lien term loans to lower middle market businesses in the United States. For more information, please visit www.gladstonecapital.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 Capital Corporation, (703) 287-5893.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 4.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB