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  4. [8-K] GLADSTONE CAPITAL CORP Reports Material Event

Gladstone Capital (NASDAQ: GLAD) sells $60M in 7.000% unsecured notes due 2029

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

Rhea-AI Filing Summary

Gladstone Capital Corporation has issued $60.0 million of 7.000% Notes due 2029 through a registered direct offering. The deal closed on June 5, 2026, under an underwriting agreement with B. Riley Securities and related Gladstone entities.

The company plans to use the net proceeds to repay part of its credit facility, fund new investment opportunities, and for other general corporate purposes, with the expectation of re-borrowing on the facility to invest in portfolio companies. A Seventh Supplemental Indenture with U.S. Bank Trust Company governs the Notes.

The Notes pay interest at 7.000% annually, with payments each June 15 and December 15 starting December 15, 2026, and mature on December 15, 2029. They are unsecured, rank equally with other unsecured unsubordinated debt, are senior to preferred stock, and are redeemable before maturity subject to a make-whole premium or, after September 15, 2029, at par plus accrued interest.

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Insights

Gladstone adds $60M fixed‑rate unsecured debt due 2029.

Gladstone Capital issued $60.0 million of 7.000% Notes due 2029 in a registered direct offering. The Notes are unsecured and rank pari passu with existing unsecured notes, sitting structurally behind subsidiary and secured borrowings.

Proceeds are earmarked to repay part of the credit facility, fund new investments, and for other general corporate purposes. This effectively term‑funds some borrowings and supports portfolio growth while keeping flexibility to re‑draw on the revolving facility as opportunities arise.

The coupon is fixed at 7.000% with semiannual interest payments starting December 15, 2026, and the Notes mature on December 15, 2029. Optional redemption includes a make‑whole premium before September 15, 2029 and par thereafter, so the ultimate cost and tenor will depend on future rate conditions and management’s refinancing choices.

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, and exhibit attachments filed with this report.
Notes issued $60.0 million aggregate principal 7.000% Notes due 2029 in registered direct offering
Coupon rate 7.000% per year Interest rate on Notes due 2029
Maturity date December 15, 2029 Final maturity of 7.000% Notes
Interest payment dates June 15 and December 15 Semiannual interest, starting December 15, 2026
Early call date threshold September 15, 2029 Make-whole premium applies to redemptions before this date
Shelf registration form Form N-2, No. 333-275934 Effective shelf used for the Offering
registered direct offering financial
"in connection with the issuance and sale of $ 60.0 million aggregate principal amount of the Company’s 7.000% Notes due 2029 in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Seventh Supplemental Indenture regulatory
"entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) to the Indenture, dated November 6, 2018"
pari passu financial
"rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness, including its 3.75% Notes due 2027"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
make-whole premium financial
"may be redeemed in whole or in part at any time prior to September 15, 2029 at par plus a “make-whole” premium"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
structurally subordinated financial
"and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or future subsidiaries"
Investment Company Act of 1940 regulatory
"to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
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Understanding 8-K Material Events →
GLADSTONE CAPITAL CORPfalse0001143513 0001143513 2026-06-03 2026-06-03 iso4217:USD
 
 
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 5, 2026 (
June 3, 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 1.01. Entry Into a Material Definitive Agreement.
On June 3, 2026, Gladstone Capital Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and B. Riley Securities, Inc, in connection with the issuance and sale of $
60.0
 million aggregate principal amount of the Company’s 7.000% Notes due 2029 in a registered direct offering (the “Notes” and such offering, the “Offering”). The closing of the Offering occurred on June 5, 2026. The Company intends to use the net proceeds from the Offering to repay a portion of the amount outstanding under its credit facility, to fund new investment opportunities and for other general corporate purposes. The Company intends to
re-borrow
under its credit facility to make investments in portfolio companies in accordance with its investment objectives depending on the availability of appropriate investment opportunities consistent with our investment objectives and market conditions and for other general corporate purposes.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form
N-2
(Registration
No. 333-275934)
previously filed with the Securities and Exchange Commission, as supplemented by a prospectus supplement dated June 3, 2026 and the pricing term sheet dated June 3, 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.
On June 5, 2026, in connection with the Offering, the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) to the Indenture, dated November 6, 2018, between the Company and the Trustee (together with the Seventh Supplemental Indenture, the “Indenture”). The Seventh Supplemental Indenture relates to the Offering of the Notes.
The Notes will mature on December 15, 2029, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 7.000% per year, and interest on the Notes will be paid on June 15 and December 15 of each year, beginning on December 15, 2026. The Notes are the Company’s direct unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness, including its 3.75% Notes due 2027 and 5.875% Convertible Notes due 2030; senior to its 6.25% Series A Cumulative Redeemable Preferred Stock and any series of preferred stock that the Company may issue in the future; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to any future secured indebtedness of the Company (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or future subsidiaries, including, without limitation, borrowings under the Company’s credit facility.
The Notes may be redeemed in whole or in part at any time prior to September 15, 2029 at par plus a “make-whole” premium and thereafter at par plus accrued and unpaid interest thereon to the redemption date. The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, or any successor provisions but giving effect to any
no-action
relief granted by the Securities and Exchange Commission (the “SEC”) to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar
no-action
or other relief), and to provide certain financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
The description above is only a summary of the material provisions of the Underwriting Agreement, the Seventh Supplemental Indenture and the Notes and is qualified in its entirety by reference to copies of the Underwriting Agreement, the Seventh Supplemental Indenture and the Notes, respectively, each filed as exhibits 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 June 3, 2026, by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and B. Riley Securities, Inc.
 4.1    Seventh Supplemental Indenture between Gladstone Capital Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), dated as of June 5, 2026.
 4.2    Form of Global Note with respect to the 7.000% Notes due 2029, incorporated by reference to Exhibit 4.1 hereto.
 5.1    Opinion of Kirkland & Ellis LLP.
 5.2    Opinion of Venable LLP.
23.1    Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto).
23.2    Consent of Venable LLP (included in Exhibit 5.2 hereto).
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 5, 2026     GLADSTONE CAPITAL CORPORATION
    By:   /s/ Nicole Schaltenbrand
      Nicole Schaltenbrand
      Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did Gladstone Capital (GLAD) issue in this 8-K?

Gladstone Capital issued $60.0 million of 7.000% Notes due 2029. These are unsecured debt securities issued in a registered direct offering, governed by a Seventh Supplemental Indenture entered into with U.S. Bank Trust Company on June 5, 2026.

What will Gladstone Capital (GLAD) do with the $60.0 million note proceeds?

Gladstone Capital plans to use net proceeds to repay part of its credit facility, fund new investment opportunities, and for other general corporate purposes. The company also intends to re-borrow on the facility to invest in portfolio companies consistent with its objectives.

What are the key terms of Gladstone Capital’s 7.000% Notes due 2029?

The Notes bear interest at 7.000% per year, payable on June 15 and December 15, starting December 15, 2026. They mature on December 15, 2029, and are unsecured obligations ranking pari passu with other unsecured unsubordinated indebtedness of the company.

How can Gladstone Capital (GLAD) redeem the 7.000% Notes due 2029?

The Notes may be redeemed in whole or in part at any time before September 15, 2029 at par plus a make-whole premium, and thereafter at par plus accrued and unpaid interest to the redemption date, providing optional prepayment flexibility.

How do the new Notes rank in Gladstone Capital’s capital structure?

The Notes are direct unsecured obligations ranking equally with existing and future unsecured unsubordinated debt, including 3.75% Notes due 2027 and 5.875% Convertible Notes due 2030. They rank senior to preferred stock and are effectively or structurally subordinated to secured and subsidiary-level indebtedness.

Filing Exhibits & Attachments

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