What changed in this filing

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Item 9A. Controls and Procedures

2024-05-08 compared with 2023-05-10 · 77 added, 71 removed, 293 unchanged (34% of the section changed)

18 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “ Election of Directors ” and “ Information Regarding the Board of Directors and Corporate Governance.

The information required by Item 10 is hereby incorporated by reference from our 2024 Proxy Statement.

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “ Executive Compensation ” and “ Director Compensation For Fiscal 2023 .”

The information required by Item 11 is hereby incorporated by reference from our 2024 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”

The information required by Item 12 is hereby incorporated by reference from our 2024 Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “ Certain Transactions ” and “ Information Regarding the Board of Directors and Corporate Governance .”

The information required by Item 13 is hereby incorporated by reference from our 2024 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “ Independent Registered Public Accounting Firm Fees .”

The information required by Item 14 is hereby incorporated by reference from our 2024 Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

26 unchanged sentences

814-00704), filed August 18, 2021.

4.5 Fourth Supplemental Indenture between Gladstone Investment Corporation and UMB Bank, National Association, dated as of May 31, 2023, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

814-00704), filed May 31, 2023.

4.6* Description of Securities

54 unchanged sentences

10.20 Amendment No.

7 to Fifth Amended and Restated Credit Agreement, dated as of April 10, 2023 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto.

814-00704), filed May 10, 2023.

10.21 Amendment No.

8 to Fifth Amended and Restated Credit Agreement, dated as of October 30, 2023 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

814-00704), filed October 31, 2023.

10.22 Amendment No.

9 to Fifth Amended and Restated Credit Agreement, dated as of February 5, 2024 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

814-00704), filed February 6, 2024.

14* Code of Ethics

19 Insider Trading Policy for Gladstone Investment Corporation, incorporated by reference to Exhibit 14 filed herewith.

21* Subsidiaries of the Registrant .

4 unchanged sentences

Certification of Chief Financial Officer furnished pursuant to section 906 of The Sarbanes-Oxley Act of 2002.

97.1* Clawback Policy

101.INS*** XBRL Instance Document

44 unchanged sentences

Secured First Lien Debt – 30.0%

Chemicals, Plastics, and Rubber – 0.0%

PSI Molded Plastics, Inc.

– Term Debt (M)

$ — $ — $ — $ 26,618 $ — $ (26,618) $ — $ —

Diversified/Conglomerate Manufacturing – 0.0%

Edge Adhesives Holdings, Inc.

– Term Debt (L+5.5%, 10.4% Cash, Due 8/2024) (K)

(M) –Term Debt

$ — $ — $ — $ 4,255 $ — $ (4,342) $ 87 $ —

1 unchanged sentence

ImageWorks Display and Marketing Group, Inc.

– Term Debt (L+11.0%, 15.9% Cash, Due 11/2025)

– Term Debt (SOFR +11.0%, 16.3% Cash, Due 11/2025)

22,000 — 4,526 22,000 — — — 22,000

- Atlanta, LLC - Line of Credit, $0 available ( L + 6.0%, 10.9% Cash, Due 6/2025) (K)(L)

- Atlanta, LLC - Line of Credit, $0 available ( SOFR + 6.0%, 11.3% Cash, Due 6/2025) (K)

5,000 — — 2,744 — — (62) 2,682

- Atlanta, LLC - Term Debt (L+6.0%, 10.9% Cash, Due 6/2025) (K)

- Atlanta, LLC - Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (K)

16,500 — — 9,054 — — (202) 8,852

- Atlanta, LLC – Term Debt (L+10.3%, 15.1% Cash, Due 6/2025) (K)

- Atlanta, LLC – Term Debt (SOFR+10.3%, 15.6% Cash, Due 6/2025) (K)

26,000 — — 14,268 — — (319) 13,949

- Atlanta, LLC – Term Debt (L+6.0%, 10.9% Cash, Due 6/2025) (K)

- Atlanta, LLC – Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (K)

2,438 — — 1,338 — — (30) 1,308

The Maids International, LLC – Term Debt (L+10.5%, 15.4% Cash, Due 3/2025)

The Maids International, LLC – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)

28,560 — 4,567 28,560 — — — 28,560

2 unchanged sentences

Old World Christmas, Inc.

– Term Debt (L+9.5%, 14.4% Cash, Due 12/2025)

– Term Debt (SOFR+9.5%, 14.8% Cash, Due 12/2025)

43,000 — 8,694 40,500 2,500 — — 43,000

1 unchanged sentence

Utah Pacific Bridge & Steel, Ltd.

(L+10.0%, 14.9% Cash, Due 7/2026)

(SOFR+10.0%, 15.3% Cash, Due 7/2026)

18,250 — 2,826 18,250 — — — 18,250

10 unchanged sentences

March 31, 2024

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

The Mountain Corporation – Line of Credit (N)

$ — $ — $ — $ 3,400 $ — $ (2,412) $ (988) $ —

The Mountain Corporation – Line of Credit (N)

— — — 800 100 — (900) —

— — 4,200 100 (2,412) (1,888) —

Telecommunications – 1.9%

B+T Group Acquisition, Inc.

– Line of Credit, $0 available (L+11.0%, 15.9% Cash, Due 12/2024)

– Line of Credit, $0 available (SOFR+2.0%, 7.3% Cash, Due 12/2026)

3,080 — 273 2,800 280 — — 3,080

B+T Group Acquisition, Inc.

– Term Debt (L+11.0%, 15.9% Cash, Due 12/2024)

– Line of Credit, $394 available (SOFR+2.0%, 7.3% Cash, Due 6/2025) (L)

656 3 656 — — 656

B+T Group Acquisition, Inc.

– Term Debt (SOFR+2.0%, 7.3% Cash, Due 12/2026)

14,000 — 1,348 14,000 — — (8,734) 5,266

— 1,624 16,800 936 — (8,734) 9,002

Total Secured First Lien Debt

1 unchanged sentence

Secured Second Lien Debt – 9.2%

Diversified/Conglomerate Services – 5.7%

Chemicals, Plastics, and Rubber – 4.1%

PSI Molded Plastics, Inc.

– Term Debt ( L +5.5%, 10.4% Cash, Due 1/2024) (M)

$ 26,618 $ — $ 2,295 $ — $ 26,618 $ — $ (1,726) $ 24,892

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

The Mountain Corporation – Term Debt (N)

— (10,000) — 923 — (10,000) 9,077 —

The Mountain Corporation – Delayed Draw Term Debt (N)

– Term Debt ( SOFR +5.5%, 10.8% Cash, Due 1/2026) (M)

$ 26,618 $ — $ 2,903 $ 24,892 $ — $ — $ (4,529) $ 20,363

Diversified/Conglomerate Services – 5.1%

Nth Degree, Inc.

– Term Debt (SOFR+8.5%, 13.8% Cash, Due 6/2029) (I)

25,000 — 2,665 — 25,000 — — 25,000

8 unchanged sentences

Edge Adhesives Holdings, Inc.

– Preferred Stock

– Preferred Stock (M)

— — — — — — — —

GLADSTONE INVESTMENT CORPORATION

INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)

(AMOUNTS IN THOUSANDS)

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

Shares/Units (F)(G)

March 31, 2022

Additions (I)

Reductions (J)

Net Unrealized

(Depreciation) Value as of

March 31, 2023

Diversified/Conglomerate Services – 1.6%

11 unchanged sentences

6,180 273 — 33,990 — — (3,352) 30,638

GLADSTONE INVESTMENT CORPORATION

INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)

(AMOUNTS IN THOUSANDS)

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

Shares/Units (F)(G)

March 31, 2023

Additions (I)

Reductions (J)

Net Unrealized

(Depreciation) Value as of

March 31, 2024

Mining, Steel, Iron and Non-Precious Metals - 2.5%

1 unchanged sentence

- Preferred Stock 6,000 — — 7,748 — — 4,539 12,287

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

The Mountain Corporation – Preferred Stock (N)

— — — — — — — —

Telecommunications – 0.0%

8 unchanged sentences

17,216,976 $ — $ — $ 15,243 $ 5,000 $ — $ 31,199 $ 51,442

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

The Mountain Corporation – Common Stock (N)

— — — — — — — —

Telecommunications - 0.0%

6 unchanged sentences

CONTROL INVESTMENTS – 0.6%

Secured First Lien Debt – 0.6%

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

The Mountain Corporation – Line of Credit (N)

$ — $ (4,550) $ — $ — $ — $ (4,550) $ 4,550 $ —

Diversified/Conglomerate Manufacturing – 0.6%

Edge Adhesives Holdings, Inc.

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

$ 9,210 $ — $ — $ 4,342 $ — $ (1,437) $ 2,905

Total Secured Second Lien Debt $ (4,550) $ — $ — $ — $ 4,342 $ (4,550) $ 3,113 $ 2,905

Secured Second Lien Debt – 0.0%

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

The Mountain Corporation – Term Debt (N)

$ — $ (3,200) $ — $ — $ — $ (3,200) $ 3,200 $ —

Total Secured Second Lien Debt $ (3,200) $ — $ — $ — $ (3,200) $ 3,200 $ —

GLADSTONE INVESTMENT CORPORATION

9 unchanged sentences

March 31, 2024

Secured First Lien Debt – 0.0%

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

The Mountain Corporation – Line of Credit, $150 available, (L +5.0%, 9.9% Cash, Due 5/2023) (K)(N)

$ 4,550 $ — $ — $ — $ 2,661 $ — $ (2,661) $ —

Total Secured Second Lien Debt $ — $ — $ — $ 2,661 $ — $ (2,661) $ —

Secured Second Lien Debt – 0.0%

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

The Mountain Corporation – Term Debt (L +4.0%, 8.9% Cash, Due 4/2024) (K)(N)

$ 3,200 $ — $ — $ — $ — $ — $ — $ —

Total Secured Second Lien Debt $ — $ — $ — $ — $ — $ — $ —

Preferred Equity – 0.0%

2 unchanged sentences

— $ (6,899) $ — $ — $ — $ (6,899) $ 6,899 $ —

Diversified/Conglomerate Manufacturing – 0.0%

Edge Adhesives Holdings, Inc.

– Preferred Stock (K)

8,199 — — — — — — —

Total Preferred Equity $ (6,899) $ — $ — $ — $ (6,899) $ 6,899 $ —

2 unchanged sentences

Gladstone SOG Investments, Inc.

- Common Stock (P)

- Common Stock (O)

— $ 882 $ — $ 713 $ — $ (620) $ (93) $ —

10 unchanged sentences

As of March 31, 2024, our investment in Funko Acquisition Holdings, LLC (“Funko”) is considered a non-qualifying asset under Section 55 of the 1940 Act and represents less than 0.1% of total investments, at fair value.

GLADSTONE INVESTMENT CORPORATION

INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)

(AMOUNTS IN THOUSANDS)

(B) Common stock, warrants, options and, in some cases, preferred stock are generally non-income-producing and restricted.

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

(C) Unless indicated otherwise, all cash interest rates are indexed to 30-day Secured Overnight Financing Rate ("SOFR"), which was 5.3% as of March 31, 2024.

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

Certain securities are subject to an interest rate floor.

The cash interest rate is the greater of the floor or LIBOR plus a spread.

The cash interest rate is the greater of the floor or reference rate plus a spread.

Due dates represent the contractual maturity date.

3 unchanged sentences

(F) Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.

GLADSTONE INVESTMENT CORPORATION

INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)

(AMOUNTS IN THOUSANDS)

(G) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments as of March 31, 2024.

5 unchanged sentences

(L) New investment during the year ended March 31, 2024.

(M) PSI Molded Plastics, Inc.'s term debt was transferred from first lien to second liend debt during the year ended March 31, 2023.

(N) During the year ended March 31, 2023, we restructured our investments in The Mountain Corporation, which resulted in the remaining investments being converted from affiliate investments to control investments.

(O) Net realized gain (loss) excludes amounts related to portfolio companies no longer in the portfolio for the periods presented.

(M) Edge Adhesives Holdings, Inc.'s term debt and equity were transferred from Affiliate to Control investment during the year ended March 31, 2024.

(N) During the year ended March 31, 2024, we recognized a realized loss of $14.7 million upon the liquidation and dissolution of The Mountain.

(O) During the year ended March 31, 2024, we received a $1.5 million escrow settlement in connection with our December 2021 exit of SOG Specialty Knives & Tools, LLC, which resulted in no remaining assets being held by Gladstone SOG Investments, Inc.

(P) Net realized gain (loss) excludes amounts related to portfolio companies no longer in the portfolio for the periods presented.

** Information related to the amount of equity in the net profit and loss for the period for the investments listed has not been included in this schedule.

2 unchanged sentences

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-K

Item 9A. Controls and Procedures