What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-02-06 compared with 2023-11-01 · 295 added, 268 removed, 1487 unchanged (27% of the section changed)

3 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

September 30,

2023 March 31,

38 unchanged sentences

Accumulated net realized gain in excess of distributions

15,966 10,495

Total distributable earnings

10 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

11 unchanged sentences

Non-Control/Non-Affiliate investments

— 4,825 — 4,829

Affiliate investments

33 unchanged sentences

13,337 13,025 47,204 34,330

NET INVESTMENT (LOSS) INCOME

NET INVESTMENT INCOME

$ 9,744 $ 8,569 $ 16,454 $ 27,356

4 unchanged sentences

Affiliate investments

2 3,371 275 3,371

Control investments

2 unchanged sentences

43,461 3,844 44,905 10,598

Net unrealized appreciation (depreciation):

Net unrealized (depreciation) appreciation:

Non-Control/Non-Affiliate investments

3 unchanged sentences

Control investments

Total net unrealized appreciation (depreciation)

( 99 ) — ( 192 ) —

Net realized and unrealized gain (loss) 49,086 ( 8,341 ) 49,432 ( 3,677 )

( 92 ) — ( 29 ) —

Total net unrealized (depreciation) appreciation

( 46,626 ) 3,366 1,362 ( 7,065 )

Net realized and unrealized (loss) gain ( 3,165 ) 7,210 46,267 3,533

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

1 unchanged sentence

BASIC AND DILUTED PER COMMON SHARE:

Net investment (loss) income

Net investment income

$ 0.28 $ 0.26 $ 0.49 $ 0.82

49 unchanged sentences

$ 475,666 $ 442,470

Net investment income $ 9,744 $ 8,569

Net realized gain on investments 43,461 3,844

Net unrealized (depreciation) appreciation of investments ( 46,534 ) 3,366

Net unrealized appreciation of other ( 92 ) —

Net increase in net assets from operations

DISTRIBUTIONS (A)

Distributions to common stockholders from net investment income ( $ 0.43 and $ 0.22 per share, respectively)

( 15,093 ) ( 7,360 )

Distributions to common stockholders from net realized gains ( $ 0.81 and $ 0.14 per share, respectively)

( 28,009 ) ( 4,652 )

Net decrease in net assets from distributions

( 43,102 ) ( 12,012 )

CAPITAL ACTIVITY

Issuance of common stock

Discounts, commissions, and offering costs for issuance of common stock

( 332 ) ( 42 )

Net increase in net assets from capital activity

NET (DECREASE) INCREASE IN NET ASSETS

( 15,725 ) 6,721

NET ASSETS, DECEMBER 31

$ 459,941 $ 449,191

(A) Refer to Note 8 — Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements for additional information.

3 unchanged sentences

(IN THOUSANDS)

Six Months Ended September 30,

Nine Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Principal repayments of investments

27,500 50,300

Net proceeds from the sale and recapitalization of investments

52,228 35,533

Net realized gain on investments

2 unchanged sentences

( 1,391 ) 7,065

Net unrealized depreciation of other

Net unrealized appreciation of other

Amortization of premiums, discounts, and acquisition costs, net

2 unchanged sentences

Changes in assets and liabilities:

(Increase) decrease in interest receivable

Decrease in due from administrative agent

Increase in other assets, net

Increase in interest receivable

( 3,537 ) ( 1,036 )

Decrease in due from administrative agent

Decrease (increase) in other assets, net

Increase in accounts payable and accrued expenses

Increase in interest payable

Increase (decrease) in fees due to Adviser (A)

8,264 ( 1,578 )

Increase in fees due to Adviser (A)

Decrease in fee due to Administrator (A)

1 unchanged sentence

Increase in other liabilities

Net cash (used in) provided by operating activities ( 96,585 ) ( 9,445 )

Net cash used in operating activities ( 75,717 ) ( 13,405 )

CASH FLOWS FROM FINANCING ACTIVITIES

10 unchanged sentences

( 67,379 ) ( 30,943 )

Net cash provided by (used in) financing activities

95,919 ( 2,147 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS

337 ( 11,648 )

8 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2023

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

16 unchanged sentences

Diversified/Conglomerate Services – 18.0 %

Counsel Press, Inc.

– Term Debt (SOFR+ 11.8 %, 17.1 % Cash, Due 3/2024) (Q)

21,100 21,100 22,114

Counsel Press, Inc.

– Term Debt (SOFR+ 13.0 %, 18.3 % Cash, Due 3/2024) (Q)

6,400 6,400 6,724

Horizon Facilities Services, Inc.

1 unchanged sentence

57,700 57,700 57,700

Mason West, LLC – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2025) (Q)

Mason West, LLC – Term Debt (SOFR+ 10.0 %, 15.4 % Cash, Due 7/2025) (J)

25,250 25,250 25,250

36 unchanged sentences

– Line of Credit, $ 500 available (SOFR+ 6.0 %, 11.4 % Cash, Due 11/2024) (J)

1,500 1,500 1,500

Home Concepts Acquisition, Inc.

3 unchanged sentences

Total Secured First Lien Debt $ 325,231 $ 324,528

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Secured Second Lien Debt – 20.3 %

10 unchanged sentences

13,000 13,000 13,000

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 11.9 %

2 unchanged sentences

54,644 54,644 54,644

SFEG Holdings, Inc.

– Term Debt (SOFR+ 7.0 %, 12.3 % Cash, Due 11/2024) (J)

12,516 12,516 12,516

15,644 15,644

Total Secured Second Lien Debt $ 93,340 $ 93,340

5 unchanged sentences

Diversified/Conglomerate Services – 5.5 %

Counsel Press, Inc.

– Preferred Stock (C)(Q)

6,995 6,995 49,223

Horizon Facilities Services, Inc.

1 unchanged sentence

10,080 — 5,382

Mason West, LLC – Preferred Stock (C)(Q)

Mason West, LLC – Preferred Stock (C)(J)

11,206 11,206 20,146

20 unchanged sentences

4,000 4,000 10,375

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 1.8 %

SFEG Holdings, Inc.

– Preferred Stock (C)(J)

29,757 4,823 8,621

Oil and Gas – 2.4 %

12 unchanged sentences

16,957 $ 11,513 $ 58

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Cargo Transport – 0.1 %

15 unchanged sentences

Total Non-Control/Non-Affiliate Investments $ 545,299 $ 620,338

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

AFFILIATE INVESTMENTS (M) – 60.5 %

Secured First Lien Debt – 32.0 %

Diversified/Conglomerate Manufacturing – 0.9 %

Edge Adhesives Holdings, Inc.

(K) – Term Debt (SOFR+ 5.5 %, 10.8 % Cash, Due 8/2024) (G)(J)

$ 9,210 $ 9,210 $ 4,343

Diversified/Conglomerate Services – 16.8 %

23 unchanged sentences

B+T Group Acquisition, Inc.

(K) – Line of Credit, $ 0 available (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2024) (I)

(K) – Line of Credit, $ 0 available (SOFR+ 2.0 %, 7.4 % Cash, Due 12/2024) (J)

2,800 2,800 2,800

B+T Group Acquisition, Inc.

(K) – Term Debt (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2024) (I)

14,000 14,000 11,410

(K) – Term Debt (SOFR+ 2.0 %, 7.4 % Cash, Due 12/2024) (J)

14,000 14,000 6,081

Total Secured First Lien Debt $ 178,548 $ 147,354

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Secured Second Lien Debt – 9.6 %

14 unchanged sentences

158,598 $ 19,730 $ —

Diversified/Conglomerate Manufacturing – 0.0 %

Edge Adhesives Holdings, Inc.

(K) – Preferred Stock (C)(J)

8,199 8,199 —

Diversified/Conglomerate Services – 1.8 %

19 unchanged sentences

Total Preferred Equity $ 54,761 $ 50,423

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Common Equity/Equivalents – 7.9 %

9 unchanged sentences

Secured First Lien Debt – 0.9 %

Diversified/Conglomerate Manufacturing – 0.9 %

Edge Adhesives Holdings, Inc.

(K) – Term Debt (SOFR+ 5.5 %, 10.9 %Cash, Due 8/2024) (G)(J)

9,210 9,210 4,244

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

2 unchanged sentences

Total Secured First Lien Debt $ 13,760 $ 4,244

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Secured Second Lien Debt – 0.0 %

4 unchanged sentences

Preferred Equity – 0.0 %

Diversified/Conglomerate Manufacturing – 0.0 %

Edge Adhesives Holdings, Inc.

(K) – Preferred Stock (C)(J)

8,199 $ 8,199 $ —

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

12 unchanged sentences

Additionally, under Section 55 of the Investment Company Act of 1940, as amended (the "1940 Act"), we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70 % of our total assets.

As of September 30, 2023, our investment in Funko Acquisition Holdings, LLC ("Funko") was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.3 % as of September 30, 2023.

As of December 31, 2023, our investment in Funko Acquisition Holdings, LLC ("Funko") was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.4 % as of December 31, 2023.

If applicable, paid-in-kind interest rates are noted separately from the cash interest rate.

3 unchanged sentences

(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of September 30, 2023.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of December 31, 2023.

(E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") fair value hierarchy.

13 unchanged sentences

(N) Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

(O) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy.

5 unchanged sentences

(P) Debt security is subject to an interest rate ceiling.

(Q) Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.

(Q) Fair value was based on the expected exit or payoff amount, where such even has occurred or is expected to occur imminently.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

278 unchanged sentences

$ 720,630 $ 753,543

(A) Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company.

The majority of the securities listed, totaling $ 639.5 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5— Borrowings in the accompanying Notes to Consolidated Financial Statements .

Additionally, under Section 55 of the 1940 Act, we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70 % of our total assets.

As of March 31, 2023, our investment in Funko was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

3 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS)

(A) Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company.

As of March 31, 2023, our investment in Funko was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate ("LIBOR" or "L"), which was 4.9 % as of March 31, 2023.

32 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

11 unchanged sentences

We intend that our investment portfolio over time will consist of approximately 75.0 % in debt investments and 25.0 % in equity investments, at cost.

As of September 30, 2023, our investment portfolio was comprised of 78.0 % in debt investments and 22.0 % in equity investments, at cost.

As of December 31, 2023, our investment portfolio was comprised of 76.6 % in debt investments and 23.4 % in equity investments, at cost.

Gladstone Business Investment, LLC (“Business Investment”), a wholly-owned subsidiary of ours, was established on August 11, 2006 for the sole purpose of holding certain investments pledged as collateral under our line of credit.

14 unchanged sentences

In our opinion, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included.

The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2024 or any future interim period.

The results of operations for the three and nine months ended December 31, 2023 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2024 or any future interim period.

The interim financial statements and notes thereto should be read in conjunction with the financial

10 unchanged sentences

Board Responsibility

Our board of directors (the “Board of Directors”) has approved investment valuation policies and procedures pursuant to Rule 2a-5 (the “Policy”) and, in July 2022, designated the Adviser to serve as the Board of Directors’ valuation designee ("Valuation Designee") under the 1940 Act.

Our board of directors (the “Board of Directors”) has approved investment valuation policies and procedures pursuant to Rule 2a-5 under the 1940 Act (the “Policy”) and, in July 2022, designated the Adviser to serve as the Board of Directors’ valuation designee ("Valuation Designee") under the 1940 Act.

In accordance with the 1940 Act, our Board of Directors has the ultimate responsibility for reviewing the good faith fair value determination of our investments for which market quotations are not readily available based on our Policy and for overseeing the Valuation Designee.

58 unchanged sentences

Generally, non-accrual loans are restored to accrual status when past-due principal and interest are paid and, in management’s judgment, are likely to remain current, or, due to a restructuring, the interest income is deemed to be collectible.

As of September 30, 2023, our loans to Edge Adhesives Holdings, Inc.

As of December 31, 2023, our loans to Edge Adhesives Holdings, Inc.

("Edge"), J.R.

4 unchanged sentences

Paid-in-kind (“PIK”) interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income.

As of September 30, 2023 and March 31, 2023, we did not have any loans with a PIK interest component.

As of December 31, 2023 and March 31, 2023, we did not have any loans with a PIK interest component.

Success Fee Income Recognition

4 unchanged sentences

Related Party Fees

We are party to the Advisory Agreement with the Adviser, which is owned and controlled by our chairman and chief executive officer.

We are party to the Advisory Agreement with the Adviser, which is indirectly owned and controlled by our chairman and chief executive officer.

In accordance with the Advisory Agreement, we pay the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee.

Additionally, we pay the Adviser a loan servicing fee as compensation for its services as servicer under the terms of the Fifth Amended and Restated Credit Agreement dated April 30, 2013, as amended from time to time (the "Credit Facility").

We are also party to the Administration Agreement with the Administrator, which is owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.

We are also party to the Administration Agreement with the Administrator, which is indirectly owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.

Refer to Note 4 — Related Party Transactions for additional information regarding these related party fees and agreements.

Recent Accounting Pronouncements

In June 2022, the FASB issued Accounting Standards Update 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which clarifies the measurement and presentation of fair value for equity securities subject to contractual restrictions that prohibit the sale of the equity security.

ASU 2022-03 is effective for annual reporting periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

Our early adoption of ASU 2022-03 did not have a material impact on our financial position, results of operations or cash flows.

In accordance with ASC 820, we determine the fair value of our investments to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date.

In accordance with ASC 820, the fair value of our investments is determined to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date.

This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs.

8 unchanged sentences

The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2023 and March 31, 2023, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs.

As of December 31, 2023 and March 31, 2023, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs.

We transfer investments in and out of Level 1, 2 and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period.

There were no transfers in or out of Level 1, 2 and 3 during the six months ended September 30, 2023 and 2022, respectively.

As of September 30, 2023 and March 31, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

There were no transfers in or out of Level 1, 2 and 3 during the nine months ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and March 31, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

Fair Value Measurements

3 unchanged sentences

Observable Inputs

As of September 30, 2023:

As of December 31, 2023:

Secured first lien debt

4 unchanged sentences

Common equity/equivalents

Total Investments as of September 30, 2023

Total Investments as of December 31, 2023

$ 902,808 $ — $ 22 $ 902,786

16 unchanged sentences

(our units in Funko can be converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.

The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of September 30, 2023 and March 31, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of December 31, 2023 and March 31, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

Total Recurring Fair Value Measurements

2 unchanged sentences

Valued Using Level 3 Inputs

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

Non-Control/Non-Affiliate Investments

17 unchanged sentences

Total investments at fair value using Level 3 inputs $ 902,786 $ 753,516

(A) Excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand as of September 30, 2023 and March 31, 2023, respectively, which was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of September 30, 2023 and March 31, 2023.

(A) Excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand as of December 31, 2023 and March 31, 2023, respectively, which was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of December 31, 2023 and March 31, 2023.

The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements.

4 unchanged sentences

Input Range / Weighted-Average as of

September 30,

2023 March 31,

2023 September 30,

2023 December 31,

2023 March 31,

8 unchanged sentences

$ 15,483 – $ 109,615 / $ 94,957

13,692 5,391 Yield Analysis Discount Rate 24.9 % – 24.9 % / 24.9 %

19.4 % – 19.9 % / 19.7 %

— 5,391 Yield Analysis Discount Rate N/A 19.4 % – 19.9 % / 19.7 %

Secured second

20 unchanged sentences

Total $ 902,786 $ 753,516

(A) Fair value as of both September 30, 2023 and March 31, 2023 excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand, respectively, which was valued using Level 2 inputs.

(A) Fair value as of both December 31, 2023 and March 31, 2023 excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand, respectively, which was valued using Level 2 inputs.

Fair value measurements can be sensitive to changes in one or more of the valuation inputs.

2 unchanged sentences

Changes in Level 3 Fair Value Measurements of Investments

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three and six months ended September 30, 2023 and 2022 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three and nine months ended December 31, 2023 and 2022 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

1 unchanged sentence

Equivalents Total

Three Months ended September 30, 2023:

Fair value as of June 30, 2023

Three Months ended December 31, 2023:

Fair value as of September 30, 2023

$ 508,504 $ 102,747 $ 267,596 $ 36,767 $ 915,614

1 unchanged sentence

Net realized gain (loss) (A)

— — 43,459 — 43,459

Net unrealized appreciation (depreciation) (B)

1 unchanged sentence

Reversal of previously recorded (appreciation) depreciation upon realization (B)

( 1,338 ) — ( 42,228 ) — ( 43,566 )

New investments, repayments and settlements (C):

2 unchanged sentences

Settlements / repayments

Fair value as of September 30, 2023

( 27,500 ) — — — ( 27,500 )

— — ( 50,453 ) — ( 50,453 )

Transfers (E)

— — ( 8,621 ) 8,621 —

Fair value as of December 31, 2023

$ 476,126 $ 137,480 $ 214,664 $ 74,516 $ 902,786

Debt Preferred

Equivalents Total

Six Months Ended September 30, 2023

Nine Months Ended December 31, 2023

Fair value as of March 31, 2023 $ 437,517 $ 75,734 $ 222,585 $ 17,680 $ 753,516

11 unchanged sentences

( 27,500 ) — — — ( 27,500 )

Fair value as of September 30, 2023

— — ( 50,726 ) ( 1,502 ) ( 52,228 )

Three Months ended September 30, 2022:

Fair value as of June 30, 2022

Transfers (E)

— — ( 8,621 ) 8,621 —

Fair value as of December 31, 2023

$ 476,126 $ 137,480 $ 214,664 $ 74,516 $ 902,786

Three Months ended December 31, 2022:

Fair value as of September 30, 2022

$ 420,907 $ 76,751 $ 229,430 $ 10,789 $ 737,877

Total gain (loss):

4 unchanged sentences

Reversal of previously recorded (appreciation) depreciation upon realization (B)

— 10,001 — — 10,001

New investments, repayments and settlements (C) :

4 unchanged sentences

— — ( 13,372 ) — ( 13,372 )

Transfers (E)

( 14,418 ) 14,418 — — —

Fair value as of September 30, 2022

Fair value as of December 31, 2022

$ 447,491 $ 76,169 $ 221,774 $ 14,998 $ 760,432

Six Months Ended September 30, 2022:

Nine Months Ended December 31, 2022:

Fair value as of March 31, 2022

15 unchanged sentences

( 14,418 ) 14,418 — — —

Fair value as of September 30, 2022

Fair value as of December 31, 2022

$ 447,491 $ 76,169 $ 221,774 $ 14,998 $ 760,432

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended September 30, 2023 and 2022.

(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective periods ended September 30, 2023 and 2022.

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2023 and 2022.

(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2023 and 2022.

(C) Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs, and other cost-basis adjustments.

(D) The six months ended September 30, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.

(D) The nine months ended December 31, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.

("Old World").

The three and six months ended September 30, 2022 include $ 10.1 million return of equity cost basis from Horizon Facilities Services, Inc.

The three and nine months ended December 31, 2022 include $ 13.4 million of proceeds from the recapitalization of Old World.

The nine months ended December 31, 2022 also includes $ 12.3 million return of equity cost basis from Horizon Facilities Services, Inc.

Transfers represent preferred equity of SFEG Holdings, Inc.

("SFEG") with a total cost basis and fair value of $ 4.8 million and $ 8.6 million, respectively, which was converted to common equity in October 2023.

Transfers represent (1) secured second lien debt of Ginsey Home Solutions, Inc.

with a total cost basis and fair value of $ 12.2 million, which was converted into secured first lien debt during the three months ended September 30, 2022 and (2) secured first lien debt of PSI Molded Plastics, Inc.

with a total cost basis and fair value of $ 26.6 million, which was converted into secured second lien debt during the three months ended September 30, 2022.

with a total cost basis and fair value of $ 12.2 million, which was converted into secured first lien debt in August 2022 and (2) secured first lien debt of PSI Molded Plastics, Inc.

with a total cost basis and fair value of $ 26.6 million, which was converted into secured second lien debt in September 2022.

Investment Activity

During the six months ended September 30, 2023, the following significant transactions occurred:

During the nine months ended December 31, 2023, the following significant transactions occurred:

• In May 2023, we invested $ 15.3 million in a new portfolio company, Home Concepts Acquisition, Inc.

10 unchanged sentences

E3, headquartered in Kilgore, Texas, is a market leader in advanced pressure management solutions for oil and gas well completions.

• In October 2023, we invested an additional $ 64.7 million in the form of $ 39.0 million of secured second lien debt and $ 25.7 million of common equity in SFEG to fund an add-on acquisition.

In connection with the investment, our existing preferred equity with a cost basis of $ 4.8 million was converted to common equity.

• In October 2023, we exited our investment in Counsel Press, Inc., which resulted in success fee income of $ 1.4 million, a realized gain of $ 43.5 million and the repayment of our debt investment of $ 27.5 million at par.

Investment Concentrations

As of September 30, 2023, our investment portfolio consisted of investments in 26 portfolio companies located in 19 states across 16 different industries with an aggregate fair value of $ 915.6 million.

Our investments in Nocturne, Counsel Press, Inc., Old World, Brunswick Bowling Products, Inc.

and Horizon Facilities Services, Inc.

represented our five largest portfolio investments at fair value and collectively comprised $ 364.9 million, or 39.9 %, of our total investment portfolio at fair value as of September 30, 2023.

The following table summarizes our investments by security type as of September 30, 2023 and March 31, 2023:

September 30, 2023 March 31, 2023

As of December 31, 2023, our investment portfolio consisted of investments in 25 portfolio companies located in 18 states across 16 different industries with an aggregate fair value of $ 902.8 million.

Our investments in SFEG, Nocturne, Old World, Brunswick Bowling Products, Inc.

and Dema/Mai Holdings, Inc.

represented our five largest portfolio investments at fair value and collectively comprised $ 380.9 million, or 42.2 %, of our total investment portfolio at fair value as of December 31, 2023.

The following table summarizes our investments by security type as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

Cost Fair Value Cost Fair Value

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$ 868,504 100.0 % $ 902,808 100.0 % $ 720,630 100.0 % $ 753,543 100.0 %

Investments at fair value consisted of the following industry classifications as of September 30, 2023 and March 31, 2023:

September 30, 2023 March 31, 2023

Investments at fair value consisted of the following industry classifications as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

Fair Value Percentage of

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Home and Office Furnishings, Housewares, and Durable Consumer Products 155,897 17.3 % 143,685 19.1 %

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 92,293 10.2 % 20,088 2.7 %

Hotels, Motels, Inns, and Gaming 80,557 8.9 % 58,713 7.8 %

4 unchanged sentences

Mining, Steel, Iron and Non-Precious Metals 27,831 3.1 % 25,998 3.5 %

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 26,705 2.9 % 20,088 2.7 %

Aerospace and Defense 25,754 2.9 % 22,215 2.8 %

6 unchanged sentences

Investments at fair value were included in the following geographic regions of the U.S.

as of September 30, 2023 and March 31, 2023:

September 30, 2023 March 31, 2023

as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

Location Fair Value Percentage of

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Investment Principal Repayments

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of September 30, 2023:

For the remaining six months ending March 31, 2024

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of December 31, 2023:

For the remaining three months ending March 31, 2024

For the fiscal years ending March 31:

2 unchanged sentences

Investments in equity securities 202,807

Total cost basis of investments held as of September 30, 2023:

Total cost basis of investments held as of December 31, 2023:

Receivables from Portfolio Companies

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We write off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible.

As of September 30, 2023 and March 31, 2023, we had gross receivables from portfolio companies of $ 2.3 million and $ 2.2 million, respectively.

As of both September 30, 2023 and March 31, 2023, the allowance for uncollectible receivables was $ 1.5 million and $ 1.6 million, respectively.

As of December 31, 2023 and March 31, 2023, we had gross receivables from portfolio companies of $ 2.3 million and $ 2.2 million, respectively.

As of both December 31, 2023 and March 31, 2023, the allowance for uncollectible receivables was $ 1.6 million.

RELATED PARTY TRANSACTIONS

6 unchanged sentences

The following table summarizes the base management fees, loan servicing fees, incentive fees, and associated non-contractual, unconditional, and irrevocable credits reflected in our accompanying Consolidated Statements of Operations :

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

34 unchanged sentences

however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees was retained by the Adviser in the form of reimbursement, at cost, for tasks completed by personnel of the Adviser, primarily related to the valuation of portfolio companies.

For the three months ended September 30, 2023 and 2022, these credits totaled $ 83 thousand and $ 70 thousand, respectively.

For the six months ended September 30, 2023 and 2022, these credits totaled $ 158 thousand and $ 106 thousand, respectively.

For the three months ended December 31, 2023 and 2022, these credits totaled $ 57 thousand and $ 40 thousand, respectively.

For the nine months ended December 31, 2023 and 2022, these credits totaled $ 215 thousand and $ 146 thousand, respectively.

Loan Servicing Fee

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The entire portfolio’s aggregate unrealized capital depreciation, if any, equals the sum of the deficit between the fair value of each investment security as of the applicable calculation date and the original cost of such investment security.

As of and for the six months ended September 30, 2023, no capital gains-based incentive fees were contractually due to the Adviser.

As of December 31, 2023, $ 1.1 million of capital gains-based incentive fees were determined to be contractually due to the Adviser.

During the year ended March 31, 2023, no capital gains-based incentive fees were contractually due and paid to the Adviser.

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If such amount is negative, then there is no accrual for such period and prior period accruals are reversed, as appropriate.

During the three and six months ended September 30, 2023, we recorded capital gains-based incentive fees of $ 9.8 million and $ 9.9 million, respectively.

During the three and six months ended September 30, 2022, we recorded a reversal of capital gains-based incentive fees of $ 1.7 million and $ 0.7 million, respectively, of previously accrued capital gains-based incentive fees.

During the three and nine months ended December 31, 2023, we recorded a reversal of capital gains-based incentive fees of $ 0.6 million and an accrual of capital gains-based incentive fees of $ 9.3 million, respectively.

During the three and nine months ended December 31, 2022, we recorded capital gains-based incentive fees of $ 1.4 million and $ 0.7 million, respectively.

Transactions with the Administrator

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On July 11, 2023, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of either party, approved the annual renewal of the Administration Agreement through August 31, 2024.

Administration fees for the three and six months ended September 30, 2023 were $ 0.3 million and $ 0.9 million, respectively.

Administration fees for the three and six months ended September 30, 2022 were $ 0.6 million and $ 0.9 million, respectively.

Administration fees for the three and nine months ended December 31, 2023 were $ 0.5 million and $ 1.3 million, respectively.

Administration fees for the three and nine months ended December 31, 2022 were $ 0.4 million and $ 1.4 million, respectively.

Transactions with Gladstone Securities, LLC

Gladstone Securities, LLC (“Gladstone Securities”) is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation.

Gladstone Securities is an affiliate of ours, as its parent company is 100 % owned and controlled by David Gladstone, our chairman and chief executive officer.

Gladstone Securities is an affiliate of ours, as its parent company is 100 % indirectly owned and controlled by David Gladstone, our chairman and chief executive officer.

Gladstone also serves on the board of managers of Gladstone Securities.

2 unchanged sentences

Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee.

During the six months ended September 30, 2023, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million.

During the three and six months ended September 30, 2022, the fees received by Gladstone Securities from our portfolio companies totaled $ 1.0 million and $ 1.3 million, respectively.

No fees were received by Gladstone Securities from our portfolio companies during the three months ended December 31, 2023.

During the nine months ended December 31, 2023, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million.

During the three and nine months ended December 31, 2022, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million and $ 1.6 million, respectively.

Related Party Fees Due

Amounts due to related parties on our accompanying Consolidated Statements of Assets and Liabilities were as follows:

As of September 30,

As of December 31,

As of March 31,

6 unchanged sentences

Total related party fees due $ 38,268 $ 29,635

(A) Includes a capital gains-based incentive fee of $ 35.0 million and $ 25.1 million as of September 30, 2023 and March 31, 2023, respectively, recorded in accordance with GAAP requirements, and which was not contractually due under the terms of the Advisory Agreement.

(A) Includes a capital gains-based incentive fee of $ 34.4 million and $ 25.1 million as of December 31, 2023 and March 31, 2023, respectively, recorded in accordance with GAAP requirements, and which was not contractually due under the terms of the Advisory Agreement.

Refer to Note 4 — Related Party Transactions — Transactions with the Adviser — Incentive Fee for additional information, including capital gains-based incentive fee payments made.

Co-investment expenses as of September 30, 2023 were $ 19 thousand.

Co-investment expenses as of December 31, 2023 were $ 22 thousand.

There were no co-investment expenses as of March 31, 2023.

1 unchanged sentence

Revolving Line of Credit

On April 10, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

On October 30, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

8 to the Credit Facility with KeyBank National Association ("KeyBank") as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto.

Among other things, the revolving period was extended to October 30, 2026, and if not renewed or extended by such date, all principal and interest will be due and payable by October 30, 2028 ( two years after the revolving period end date).

Advances under the Credit Facility generally bear interest at 30-day Term SOFR, subject to a floor of 0.35 %, plus 3.15 % per annum until October 30, 2026, with the margin then increasing to 3.40 % for the period from October 30, 2026 to October 30, 2027, and increasing further to 3.65 % thereafter with a SOFR credit spread adjustment of 10 basis points.

The Credit Facility has an unused commitment fee on the daily unused commitment amount of 0.50 % per annum if the daily unused commitment amount is less than or equal to 50% of the total commitment amount, 0.75 % per annum if the daily unused commitment amount is greater than 50% but less than or equal to 65% of the total commitment amount, and 1.00 % per annum if the daily unused commitment amount is greater than 65% of the total commitment amount.

The size of the Credit Facility was reduced from $ 180.0 million to $ 135.0 million.

On April 10, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

7 to the Credit Facility with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto.

The reference rate was updated from LIBOR to Term SOFR plus an 11 basis point credit spread adjustment.

On March 8, 2021, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

6 to the Credit Facility.

The revolving period was extended to February 29, 2024, and if not renewed or extended by such date, all principal and interest will be due and payable on February 28, 2026 ( two years after the revolving period end date).

Advances under the Credit Facility generally bear interest at 30-day Term SOFR, subject to a floor of 0.35 %, plus 2.85 % per annum until February 29, 2024, with the margin then increasing to 3.10 % for the period from February 29, 2024 to February 28, 2025, and increasing further to 3.35 % thereafter with a SOFR credit spread adjustment of 11 basis points.

The Credit Facility has an unused commitment fee on the daily unused commitment amount of 0.50 % per annum if the average unused commitment amount for the period is less than or equal to 50% of the total commitment amount, 0.75 % per annum if the average unused commitment amount for the period is greater than 50% but less than or equal to 65% of the total commitment amount, and 1.00 % per annum if the average unused commitment amount for the period is greater than 65% of the total commitment amount.

The following tables summarize noteworthy information related to the Credit Facility:

As of September 30, 2023

As of December 31, 2023

As of March 31, 2023

3 unchanged sentences

$ 52,400 $ 144,800

For the Three Months Ended September 30,

For the Six Months Ended September 30,

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2023 2022 2023 2022

3 unchanged sentences

Commitment (unused) fees incurred $ 113 $ 394 $ 777 $ 1,279

(A) Availability is subject to various constraints, characteristics and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $ 100.7 million and $ 144.8 million as of September 30, 2023 and March 31, 2023, respectively.

(A) Availability is subject to various constraints, characteristics and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $ 52.4 million and $ 144.8 million as of December 31, 2023 and March 31, 2023, respectively.

(B) Excludes the impact of deferred financing costs and includes unused commitment fees.

Among other things, the Credit Facility contains a performance guaranty that requires us to maintain:

(i) a minimum net worth of the greater of $ 210.0 million or $ 210.0 million plus 50 % of all equity and subordinated debt raised, minus 50 % of any equity or subordinated debt redeemed or retired after November 16, 2016, which equated to $ 328.5 million as of September 30, 2023;

(ii) asset coverage with respect to senior securities representing indebtedness of at least 150 % (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act);

and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code.

As of September 30, 2023, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 805.9 million, asset coverage on our senior securities representing indebtedness of 211.5 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

As of September 30, 2023, we were in compliance with all covenants under the Credit Facility.

As of December 31, 2023, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 789.8 million, asset coverage on our senior securities representing indebtedness of 206.9 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

As of December 31, 2023, we were in compliance with all covenants under the Credit Facility.

We elected to apply the fair value option of ASC Topic 825, “ Financial Instruments ,” to the Credit Facility, which was consistent with our application of ASC 820 to our investments.

Generally, the fair value of the Credit Facility is determined using a yield analysis, which includes a DCF calculation and also takes into account the assumptions the Valuation Team believes market participants would use, including the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date.

As of September 30, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.25 % per annum, plus an unused commitment fee of 0.75 %.

As of December 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.25 % per annum, plus an unused commitment fee of 0.50 %.

As of March 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.5 % floor, plus 2.94 % per annum, plus an unused commitment fee of 1.0 %.

Generally, an increase or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of the Credit Facility.

As of each of September 30, 2023 and March 31, 2023, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.

The following tables provide relevant information and disclosures about the Credit Facility as of September 30, 2023 and March 31, 2023, and for the three and six months ended September 30, 2023 and 2022, as required by ASC 820:

As of each of December 31, 2023 and March 31, 2023, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.

The following tables provide relevant information and disclosures about the Credit Facility as of December 31, 2023 and March 31, 2023, and for the three and nine months ended December 31, 2023 and 2022, as required by ASC 820:

Level 3 – Borrowings

2 unchanged sentences

Statements of Assets and Liabilities Using Significant Unobservable Inputs (Level 3)

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

Credit Facility $ 82,600 $ 35,171

2 unchanged sentences

Credit Facility

Three Months Ended September 30, 2023:

Fair value at June 30, 2023

Three Months Ended December 31, 2023:

Fair value at September 30, 2023

Borrowings 104,900

Repayments ( 101,600 )

Unrealized depreciation ( 52 )

Fair value at September 30, 2023

Six Months Ended September 30, 2023:

Unrealized appreciation 92

Fair value at December 31, 2023

Nine Months Ended December 31, 2023:

Fair value at March 31, 2023

1 unchanged sentence

Repayments ( 184,500 )

Unrealized depreciation ( 63 )

Fair value at September 30, 2023

Unrealized appreciation 29

Fair value at December 31, 2023

Fair Value Measurements of Borrowings Using Significant Unobservable Inputs (Level 3)

1 unchanged sentence

Credit Facility

Three Months Ended September 30, 2022:

Fair value at June 30, 2022

Three Months Ended December 31, 2022:

Fair value at September 30, 2022

Borrowings 41,400

1 unchanged sentence

Unrealized appreciation (depreciation) —

Fair value at September 30, 2022

Six Months Ended September 30, 2022

Fair value at December 31, 2022

Nine Months Ended December 31, 2022

Fair value at March 31, 2022

2 unchanged sentences

Unrealized appreciation (depreciation) —

Fair value at September 30, 2022

The fair value of the collateral under the Credit Facility was $ 774.9 million and $ 639.5 million as of September 30, 2023 and March 31, 2023, respectively.

Fair value at December 31, 2022

The fair value of the collateral under the Credit Facility was $ 702.9 million and $ 639.5 million as of December 31, 2023 and March 31, 2023, respectively.

Notes Payable

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The 4.875 % 2028 Notes are traded under the ticker symbol “GAINZ” on Nasdaq.

The 4.875 % 2028 Notes will mature on November 1, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after November 1, 2023.

The 4.875 % 2028 Notes will mature on November 1, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company’s option.

The 4.875 % 2028 Notes bear interest at a rate of 4.875 % per year, which is payable quarterly in arrears.

10 unchanged sentences

Total underwriting discounts, commissions, and offering costs related to this offering were $ 2.5 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending August 1, 2028, the maturity date.

The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of September 30, 2023 and March 31, 2023:

As of September 30, 2023:

The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of December 31, 2023 and March 31, 2023:

As of December 31, 2023:

Description Ticker

29 unchanged sentences

The 8.00 % 2028 Notes can be redeemed at our option at any time on or after August 1, 2025.

(B) As of September 30, 2023 and March 31, 2023, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 211.5 % and 244.7 %, respectively.

(B) As of December 31, 2023 and March 31, 2023, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 206.9 % and 244.7 %, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of September 30, 2023 was $ 119.0 million, $ 121.5 million, and $ 75.8 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of December 31, 2023 was $ 122.9 million, $ 125.9 million, and $ 76.7 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes and 4.875 % 2028 Notes as of March 31, 2023 was $ 121.5 million and $ 127.4 million, respectively.

5 unchanged sentences

The registration statement permits us to issue, through one or more transactions, up to an aggregate of $ 300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities.

As of September 30, 2023, we had the ability to issue up to $ 215.6 million of the $ 300.0 million of securities registered under the registration statement.

As of December 31, 2023, we had the ability to issue up to $ 194.5 million of the $ 300.0 million of securities registered under the registration statement.

Common Equity Offering

7 unchanged sentences

as a Sales Agent for the Common Stock ATM Program.

As of September 30, 2023, we had remaining capacity to sell up to an additional $ 40.4 million of common stock under the Common Stock ATM program.

During the three and six months ended September 30, 2023, we sold 304,170 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 13.55 per share, raising approximately $ 4.1 million of gross proceeds.

The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 13.35 and resulted in total net proceeds of approximately $ 4.1 million.

These sales were above our then current estimated NAV per share.

During the three and six months ended September 30, 2022, we sold 29,640 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 15.75 per share, raising approximately $ 0.5 million of gross proceeds.

The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 15.59 and resulted in total net proceeds of approximately $ 0.5 million.

These sales were above our then current estimated NAV per share.

As of December 31, 2023, we had remaining capacity to sell up to an additional $ 19.3 million of common stock under the Common Stock ATM program.

During the three months ended December 31, 2023, we sold 1,456,279 shares of our common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.51 per share and a weighted-average net price of $ 14.28 per share after deducting commissions and offering costs borne by us, raising approximately $ 21.1 million and $ 20.8 million of gross and net proceeds, respectively.

During the nine months ended December 31, 2023, we sold 1,760,449 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.34 per share and a weighted-average net price of $ 14.12 per share after deducting commissions and offering costs borne by us, raising approximately $ 25.3 million and $ 24.9 million of gross and net proceeds, respectively.

All of these sales were above our then current estimated NAV per share.

During the three months ended December 31, 2022, we sold 212,338 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.11 per share and a weighted-average net price of $ 13.91 per share after deducting commissions and offering costs borne by us, raising approximately $ 3.0 million of gross and net proceeds.

During the nine months ended December 31, 2022, we sold 241,978 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.31 per share and a weighted-average net price of $ 14.11 per share after deducting commissions and offering costs borne by us, raising approximately $ 3.5 million and $ 3.4 million of gross and net proceeds, respectively.

All of these sales were above our then current estimated NAV per share.

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE

The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three and six months ended September 30, 2023 and 2022:

Three Months Ended September 30, Six Months Ended September 30,

The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three and nine months ended December 31, 2023 and 2022:

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

12 unchanged sentences

Estimates made on a quarterly basis are updated as of each interim reporting date.

If we determined the tax characterization of cash distributions paid to common stockholders during the current calendar year as of September 30, 2023, 72.7 % would be from ordinary income and 27.3 % would be from capital gains.

We paid the following cash distributions to our common stockholders for the six months ended September 30, 2023 and 2022:

For the Six Months Ended September 30, 2023 :

The tax characterization of cash distributions paid to common stockholders during the calendar year ended December 31, 2023 was 53.2 % from ordinary income and 46.8 % from capital gains.

We paid the following cash distributions to our common stockholders for the nine months ended December 31, 2023 and 2022:

For the Nine Months Ended December 31, 2023 :

Declaration Date

8 unchanged sentences

July 11, 2023 September 21, 2023 September 29, 2023 0.08

Six Months Ended September 30, 2023 $ 0.720

For the Six Months Ended September 30, 2022 :

October 10, 2023 October 20, 2023 October 31, 2023 0.08

October 10, 2023 November 7, 2023 November 17, 2023 0.12 (A)

October 10, 2023 November 20, 2023 November 30, 2023 0.08

October 24, 2023 December 5, 2023 December 15, 2023 0.88 (A)

October 10, 2023 December 18, 2023 December 29, 2023 0.08

Nine Months Ended December 31, 2023 $ 1.96

For the Nine Months Ended December 31, 2022 :

Declaration Date

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July 12, 2022 September 22, 2022 September 30, 2022 0.075

Six Months Ended September 30, 2022 $ 0.570

October 11, 2022 October 21, 2022 October 31, 2022 0.080

October 11, 2022 November 18, 2022 November 30, 2022 0.080

October 11, 2022 December 6, 2022 December 15, 2022 0.120 (A)

October 11, 2022 December 20, 2022 December 30, 2022 0.080

Nine Months Ended December 31, 2022 $ 0.930

(A) Represents a supplemental distribution to common stockholders.

Aggregate cash distributions to our common stockholders declared and paid were $ 24.3 million and $ 18.9 million for the six months ended September 30, 2023 and 2022, respectively.

Aggregate cash distributions to our common stockholders declared and paid were $ 67.4 million and $ 30.9 million for the nine months ended December 31, 2023 and 2022, respectively.

For the fiscal year ended March 31, 2023, Investment Company Taxable Income exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 21.4 million of the first distributions paid subsequent to fiscal year-end, as having been paid in the prior year.

In addition, for the fiscal year ended March 31, 2023 net capital gains exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 10.6 million of the first distributions paid subsequent to fiscal year-end as having been paid in the prior year.

For the three months ended September 30, 2023, we recorded $ 0.5 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended September 30, 2022, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

For the six months ended September 30, 2023, we recorded $ 0.1 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Capital in excess of par value and Overdistributed net investment income and decreased Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

For the six months ended September 30, 2022, we recorded $ 1.3 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended December 31, 2023, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended December 31, 2022, we recorded $ 0.3 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and Accumulated net realized gain in excess of distributions and increased Underdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the nine months ended December 31, 2023, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Overdistributed net investment income and decreased Accumulated net realized gain in excess of distributions and Capital in excess of par value on our accompanying Consolidated Statements of Assets and Liabilities .

For the nine months ended December 31, 2022, we recorded $ 1.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Underdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

We may distribute our net long-term capital gains, if any, in cash or elect to retain some or all of such gains, pay taxes at the U.S.

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Based on current knowledge, we do not believe that loss contingencies, if any, arising from pending investigations, litigation or regulatory matters will have a material adverse effect on our financial condition, results of operation or cash flows.

Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of September 30, 2023 and March 31, 2023, we had no established reserves for such loss contingencies.

Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of December 31, 2023 and March 31, 2023, we had no established reserves for such loss contingencies.

Escrow Holdbacks

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We establish reserves and holdbacks against escrow amounts if we determine that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period.

Reserves and holdbacks against escrow amounts were $ 31 thousand and $ 85 thousand as of September 30, 2023 and March 31, 2023, respectively.

Reserves and holdbacks against escrow amounts were $ 1.0 million and $ 85 thousand as of December 31, 2023 and March 31, 2023, respectively.

Financial Commitments and Obligations

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Since these lines of credit commitments have expiration dates and we expect many will never be fully drawn, the total line of credit commitment amounts do not necessarily represent future cash requirements.

We estimate the fair value of the combined unused line of credit commitments as of September 30, 2023 and March 31, 2023 to be insignificant.

The following table summarizes the principal balances of unused line of credit as of September 30, 2023 and March 31, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

September 30, 2023 March 31, 2023

We estimate the fair value of the combined unused line of credit commitments as of December 31, 2023 and March 31, 2023 to be insignificant.

The following table summarizes the principal balances of unused line of credit as of December 31, 2023 and March 31, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

December 31, 2023 March 31, 2023

Unused line of credit commitments

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FINANCIAL HIGHLIGHTS

Three Months Ended September 30, Six Months Ended

September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

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Income from investment operations (B)

Net investment (loss) income

Net investment income

0.28 0.26 0.49 0.82

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1.27 0.11 1.32 0.32

Net unrealized appreciation (depreciation) 1.44 ( 0.32 ) 1.43 ( 0.32 )

Net unrealized (depreciation) appreciation ( 1.36 ) 0.10 0.04 ( 0.21 )

Total from investment operations

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( 0.81 ) ( 0.14 ) ( 1.12 ) ( 0.47 )

Discounts, commissions and offering costs

( 0.01 ) — ( 0.01 ) —

Net accretive effective of equity offering (D)

0.05 0.01 0.05 0.01

Total from equity capital activity

( 1.20 ) ( 0.35 ) ( 1.92 ) ( 0.92 )

Other, net (B)(D)

Other, net (B)(E)

( 0.01 ) — ( 0.01 ) ( 0.01 )

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$ 14.15 $ 12.91 14.15 12.91

Total investment return (E)

Total investment return (F)

20.85 % 9.63 % 22.72 % ( 14.36 ) %

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$ 459,941 $ 449,191 $ 459,941 $ 449,191

Average net assets (F)

Average net assets (G)

$ 475,007 $ 445,431 455,627 446,742

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Ratios/Supplemental Data:

Ratio of net expenses to average net assets – annualized (G)

Ratio of net expenses to average net assets – annualized (H)

11.23 % 11.70 % 13.78 % 10.22 %

Ratio of net investment (loss) income to average net assets – annualized (H)

Ratio of net investment (loss) income to average net assets – annualized (I)

8.21 % 7.70 % 4.80 % 8.14 %

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For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 8 — Distributions to Common Stockholders .

(D) Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding period and actual common shares outstanding at the end of the period) in the Per Common Share Data calculations and rounding impacts.

(E) Total return equals the change in the market value of our common stock from the beginning of the period, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan.

(D) During the three and nine months ended December 31, 2023 and 2022, the accretive effect is a result of issuing common shares at a price above the then current NAV per share.

(E) Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding period and actual common shares outstanding at the end of the period) in the Per Common Share Data calculations and rounding impacts.

(F) Total return equals the change in the market value of our common stock from the beginning of the period, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan.

Total return does not take into account distributions that may be characterized as a return of capital.

(F) Calculated using the average balance of net assets at the end of each month of the reporting period.

(G) Ratio of net expenses to average net assets is computed using total expenses, net of any non-contractual, unconditional, and irrevocable credits of fees from the Adviser.

Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets - annualized would have been 23.30 % and 11.50 % for the three months ended September 30, 2023 and 2022, respectively, and 18.70 % and 12.23 % for the six months ended September 30, 2023 and 2022, respectively.

(H) Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income (loss) to average net assets - annualized would have been ( 5.39 )% and 7.01 % for the three months ended September 30, 2023 and 2022, respectively, and ( 0.50 )% and 5.69 % for the six months ended September 30, 2023 and 2022, respectively.

(G) Calculated using the average balance of net assets at the end of each month of the reporting period.

(H) Ratio of net expenses to average net assets is computed using total expenses, net of any non-contractual, unconditional, and irrevocable credits of fees from the Adviser.

Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets - annualized would have been 14.70 % and 14.24 % for the three months ended December 31, 2023 and 2022, respectively, and 17.27 % and 12.87 % for the nine months ended December 31, 2023 and 2022, respectively.

(I) Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income (loss) to average net assets - annualized would have been 4.73 % and 5.15 % for the three months ended December 31, 2023 and 2022, respectively, and 1.32 % and 5.50 % for the nine months ended December 31, 2023 and 2022, respectively.

UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

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Further, in accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the six months ended September 30, 2023 and 2022.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the nine months ended December 31, 2023 and 2022.

SUBSEQUENT EVENTS

Investment Activity

• In October 2023, we invested an additional $ 64.7 million in the form of secured second lien debt and common equity in SFEG Holdings, Inc.

to fund an add-on acquisition.

In connection with the investment, our existing preferred equity with a cost basis of $ 4.8 million was converted to common equity.

Distributions and Dividends

In October 2023, our Board of Directors declared the following monthly distributions to common stockholders:

In January 2024, our Board of Directors declared the following monthly distributions to common stockholders:

Payment Date Distribution per Common Share

October 20, 2023 October 31, 2023 $ 0.08

November 7, 2023 November 17, 2023 0.12 (A)

November 20, 2023 November 30, 2023 0.08

December 5, 2023 December 15, 2023 0.88 (A)

December 18, 2023 December 29, 2023 0.08

January 23, 2024 January 31, 2024 $ 0.08

February 21, 2024 February 29, 2024 0.08

March 21, 2024 March 29, 2024 0.08

Total for the Quarter:

(A) Represents a supplemental distribution to common stockholders.

In January 2024, we sold 538,206 shares of our common stock under our Common Stock ATM program at a weighted-average gross price of $ 14.53 per share and raised approximately $ 7.7 million in net proceeds.

All of these sales were above our then-current estimated NAV per share.

Revolving Line of Credit

On October 30, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

8 to the Credit Facility.

The size of the Credit Facility was reduced from $ 180.0 million to $ 135.0 million.

On February 5, 2024, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

9 to the Credit Facility with KeyBank, as administrative agent, joint lead arranger and lender, Fifth Third Bank as managing agent, joint lead arranger and lender, the Adviser, as servicer, and certain other lenders party thereto.

The Credit Facility was amended to increase the size from $ 135.0 million to $ 200.0 million and update certain existing terms.

The Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature.

New Investment Advisory Agreement

On January 4, 2024, we reconvened our Special Meeting of Stockholders (the “Special Meeting”) that was adjourned on December 11, 2023.

Our stockholders voted and approved the new investment advisory agreement between us and the Adviser (the "New Advisory Agreement") at the Special Meeting.

The New Advisory Agreement is the result of an anticipated change in control of the Adviser.

From inception, the Adviser has been 100 % indirectly owned and controlled by David Gladstone.

David Gladstone owns 100 % of the voting and economic interests of The Gladstone Companies, Ltd., which in turn owns 100 % of the voting and economic interests of The Gladstone Companies, Inc., which in turn owns 100 % of the voting and economic interests of the Adviser.

Immediately after approval by the stockholders of Gladstone Capital Corporation of a similar advisory agreement, which occurred on January 24, 2024, the Adviser entered into a voting trust agreement (the “Voting Trust Agreement”), among David Gladstone, Lorna Gladstone, Laura Gladstone, Kent Gladstone and Jessica Martin, each as a trustee and collectively, as the board of trustees of the voting trust (the “Voting Trust Board”), the Adviser and certain stockholders of the Adviser, pursuant to which David Gladstone deposited all of his indirect interests in the Adviser, which represented 100 % of the voting and economic interests thereof, with the voting trust.

Pursuant to the Voting Trust Agreement, prior to its Effective Date (as defined below) David Gladstone has, in his sole discretion, have the full, exclusive and unqualified right and power to vote in person or by proxy all of the shares of common stock of the Adviser deposited with the voting trust at all meetings of the stockholders of the Adviser in respect of any and all matters on which the stockholders of the Adviser are entitled to vote under the Adviser’s certificate of incorporation or applicable law, to give consents in lieu of voting such shares of common stock of the Adviser at a meeting of the stockholders of the Adviser in respect of any and all matters on which stockholders of the Adviser are entitled to vote under its certificate of incorporation or applicable law, to enter into voting agreements, waive notice of any meeting of stockholders of the Adviser in respect of such shares of common stock of the Adviser and to grant proxies with respect to all such shares of common stock of the Adviser with respect to any lawful corporate action (collectively, the “Voting Powers”).

Commencing on the Effective Date, the Voting Trust Board shall have the full, exclusive and unqualified right and power to exercise the Voting Powers.

Each member of the Voting Trust Board shall hold 20 % of the voting power of the Voting Trust Board as of the Effective Date.

The “Effective Date” shall occur on the earliest of (i) the death of David Gladstone, (ii) David Gladstone’s election (in his sole discretion) and (iii) one year from the date the Voting Trust Agreement is entered into.

Following entry into the Voting Trust Agreement, the current members of senior management of the Adviser will continue to manage the day-to-day aspects of the Adviser.

There are no changes to the terms of the Advisory Agreement currently in effect (the "Original Advisory Agreement") in the New Advisory Agreement, including the fee structure and services to be provided, other than the date and term of the New Advisory Agreement as compared to the Original Advisory Agreement.

In addition to there being no changes to the fee structure, no other fees or expenses currently paid by us will change as a result of entry into the New Advisory Agreement.

There will be no changes to our principal investment objective, investment strategies, fundamental investment restrictions or principal risks as a result of entry into the Voting Trust Agreement or New Advisory Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements